Exhibit 8.1
January 28, 2002
BancorpSouth, Inc.
One Mississippi Plaza
Tupelo, Mississippi 38801
BancorpSouth Capital Trust I
One Mississippi Plaza
Tupelo, Mississippi 38801
Ladies and Gentlemen:
We have acted as special tax counsel to BancorpSouth, Inc., a
Mississippi corporation (the "Company"), and to BancorpSouth Capital Trust I, a
Delaware statutory business trust (the "Trust"), in connection with the offering
by the Trust of 8.15% Trust Preferred Securities (the "Trust Preferred
Securities") as described in that certain prospectus, dated December 17, 2001
(the "Base Prospectus"), as supplemented by a prospectus supplement, dated
January 18, 2002 (the "Prospectus Supplement," and together with the Base
Prospectus, the "Prospectus"). The Trust Preferred Securities will represent
beneficial ownership interests in the assets of the Trust, which will consist of
junior subordinated debt securities to be issued by the Company (the "Junior
Subordinated Debt Securities"). In connection therewith, you have requested our
opinions regarding (i) the federal income tax classification of the Trust, (ii)
the federal income tax classification of the Junior Subordinated Debt
Securities, and (iii) the accuracy of the discussion included in the Prospectus
Supplement under the heading "Certain United States Federal Income Tax
Consequences."
In connection with these opinions, and in our capacity as special tax
counsel to you, we have examined such documents as we have deemed appropriate
including, without limitation, (i) the Registration Statement (No. 333-72712) on
Form S-3, filed
BancorpSouth, Inc.
BancorpSouth Capital Trust I
January ___, 2002
Page 2
on November 2, 2001 with the Securities and Exchange Commission, Amendment No. 1
thereto, filed on November 14, 2001, and Amendment No. 2 thereto, filed on
December 5, 2001 (as so amended, the "Registration Statement"); (ii) the
Prospectus; (iii) the Form of Junior Subordinated Debt Securities Indenture (in
the form filed as an exhibit to the Registration Statement); (iv) the Form of
Junior Subordinated Debt Security (in the form filed as an exhibit to the
Registration Statement); (v) the Amended and Restated Certificate of Trust of
the Trust, dated October 31, 2001; (vi) the Amended and Restated Trust Agreement
of the Trust, dated October 31, 2001; and (vii) the Form of Second Amended and
Restated Trust Agreement of the Trust (in the form filed as an exhibit to the
Registration Statement). We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such other documents, certificates
and records, and made such investigations of fact and law, as we have deemed
necessary or appropriate as a basis for the opinions set forth herein. Unless
otherwise specified, capitalized terms used herein shall have the meanings
assigned to them in the Prospectus.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photocopies and the authenticity of
the originals of such copies. We have also assumed that the documents of which
we have only examined a form will be timely executed and delivered by the
Company and the Trust, as the case may be, in the form so examined. In making
our examination of documents executed, or to be executed, by parties other than
the Company or the Trust, we have also assumed that such parties had, or will
have (with respect to documents to be executed), the power, corporate or other,
to enter into and perform all obligations thereunder and have also assumed the
due authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents in the form we have examined and the
validity and binding effect thereof on such parties. In addition, we have
assumed that the transactions described in the Prospectus are performed in the
manner described therein.
On the basis of and in reliance of the foregoing and subject to the
limitations, qualifications, exceptions and assumptions set forth herein, we are
of the opinion that:
(a) The Trust will be classified as a grantor trust and not as
an association taxable as a corporation for United States federal
income tax purposes;
BancorpSouth, Inc.
BancorpSouth Capital Trust I
January ___, 2002
Page 3
(b) The Junior Subordinated Debt Securities will be classified
for United States federal income tax purposes as indebtedness of the
Company; and
(c) Although the statements set forth under the heading "Certain
United States Federal Income Tax Consequences" in the Prospectus
Supplement do not purport to discuss all possible United States federal
income tax consequences of the purchase, ownership and disposition of
the Trust Preferred Securities, such statements, in all material
respects, fairly and accurately summarize the United States federal
income tax consequences of the purchase, ownership and disposition of
the Trust Preferred Securities, with respect to the types of investors
identified therein.
The opinions expressed herein are based upon the Internal Revenue Code
of 1986, as amended, Treasury Regulations promulgated thereunder, and
administrative and judicial interpretations thereof, all as in effect as of the
date of this letter, and all of which are subject to change, which changes may
be retroactively applied. A change in the authorities upon which our opinions
are based could affect our conclusions. Further, we note that there is no
authority directly on point dealing with securities such as the Junior
Subordinated Debt Securities and the Trust Preferred Securities or transactions
of the type described in the Prospectus, and there can be no assurances that any
of the opinions expressed herein would be accepted by the Internal Revenue
Service or, if challenged, by a court.
Further, our opinions are based solely on the documents that we have
examined and the additional information that we have obtained. Our opinions
cannot be relied upon if any of the material facts contained in such documents
or any such additional information is, or later becomes, materially inaccurate.
Our opinions represent our legal judgment, have no official status of any kind,
and are not binding upon the Internal Revenue Service or any court. In addition,
the opinions expressed herein are rendered to you as of the date of this letter,
and we undertake no obligation to update these opinions subsequent to the date
hereof. Our opinions are limited to the tax matters specifically addressed
herein. We have not been asked to address herein, nor have we addressed herein,
any other tax consequences of the offering of the Trust Preferred Securities,
including, but not limited to, any state, local, or foreign tax consequences.
BancorpSouth, Inc.
BancorpSouth Capital Trust I
January ___, 2002
Page 4
We have furnished this letter in our capacity as special tax counsel to
the Company and the Trust solely in connection with the offering of the Trust
Preferred Securities. This letter is for the benefit of the Company and the
Trust and may not be relied upon for any other purpose without our express
written consent. We hereby consent, however, to the filing of this letter as an
exhibit to a Current Report on Form 8-K in connection with the transactions
contemplated by the Prospectus and to reference of our name under the captions
"Certain United States Federal Income Tax Consequences" and "Legal Matters" in
the Prospectus Supplement. In giving such consent, we do not thereby admit that
we are included within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and regulations promulgated
thereunder.
Very truly yours,
/s/ Waller Lansden Dortch & Davis, PLLC