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Exhibit 8
PORTER, WRIGHT, MORRIS & ARTHUR LLP
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43215-6194
Telephone: 614/227-2000
Fax: 614/227-2100
May 24, 2001
Huntington Preferred Capital, Inc.
41 South High Street
Columbus, Ohio 43287
Ladies and Gentlemen:
We have acted as counsel to Huntington Preferred Capital, Inc., an Ohio
corporation (the "Company"), in connection with the issuance of 2,000,000 shares
of the Company's Noncumulative Exchangeable Perpetual Preferred Securities,
Class C (the "Preferred Securities") pursuant to the terms of the Company's Form
S-11 Registration Statement dated as of May 24, 2001 (the "Registration
Statement"). You have requested our opinion on certain United States ("U.S.")
federal income tax matters in connection with the issuance of the Preferred
Securities as well as the accuracy of the discussion of Federal Income Tax
Consequences contained in the Registration Statement. All capitalized terms that
are used but not defined in this opinion letter shall have the meaning assigned
to them in the Registration Statement.
In connection with the opinions rendered below, we have examined and
relied on the accuracy of the following:
1. the Registration Statement;
2. the Company's minute books
In connection with the opinions rendered below, we also have relied
upon the correctness of the representations contained in the Officer's
Certificate dated May 24, 2001, and executed by a duly appointed officer of the
Company (the "Officer's Certificate"). No facts have come to our attention that
would cause us to question the accuracy and completeness of the facts contained
in the documents set forth above or the representations contained in the
Officer's Certificate in a material way.
In connection with the opinions rendered below, we have assumed that:
1. Each of the documents referred to above has been duly authorized,
executed, and delivered; is authentic, if an original, or is accurate, if a
copy; and has not been amended;
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Huntington Preferred Capital, Inc.
May 24, 2001
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2. That all signatures are genuine; and
3. No actions will be taken by the Company after the date hereof that
would have the effect of altering the facts upon which the opinions set forth
below are based.
Based solely on the documents and the assumptions set forth above, the
representations set forth in the Officer's Certificate, and subject to the
qualifications set forth below, we are of the opinion that:
(a) The discussion in the Registration Statement under the heading
"Federal Income Tax Considerations" fairly summarizes the material federal
income tax considerations related to the Company and the description of the
federal income tax law set forth in the Registration Statement is accurate in
all material respects.
(b) For the taxable years ended December 31, 1998, 1999, and 2000, the
Company qualified for taxation as a Real Estate Investment Trust (a "REIT")
under the applicable provisions of the Internal Revenue Code of 1986, as amended
(the "Code").
(c) The Company's proposed method of operation will enable it to
continue to qualify for taxation as a REIT under the applicable provisions of
the Code.
Except as described herein, we have performed no further due diligence
and have made no efforts to verify the accuracy and genuineness of the documents
and assumptions set forth above, or the representations set forth in the
Officer's Certificate. We will not review the Company's compliance with such
documents, assumptions, and representations.
Our opinions as to the qualification of the Company as a REIT under the
Code is based upon the accuracy of the representations made by the Company as to
factual matters relating to the organization, operation, income, assets,
distributions and stock ownership of the Company. The Company's qualification as
a REIT depends on its having met (for taxable years ended December 31, 1998,
1999, and 2000) and continuing to meet (for taxable years ended after December
31, 2000) the various requirements imposed under the Code and the Treasury
Regulations. Porter, Wright, Morris & Arthur LLP has not reviewed or
independently verified that the past operations of the Company have satisfied
those requirements, and Porter, Wright, Morris & Arthur LLP will not review or
independently verify that the future operations of the Company satisfy those
requirements. Accordingly, we give no assurance that the actual results of the
Company's operations for any taxable year have satisfied or will satisfy such
requirements. With respect to taxable years ended after December 31, 2000,
Porter, Wright, Morris & Arthur LLP expresses no opinion regarding whether the
actual results generated by the Company's
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Huntington Preferred Capital, Inc.
May 24, 2001
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operations will allow it to qualify for taxation as a REIT under the applicable
provisions of the Code.
We have not prepared or reviewed the Company's income tax returns for
any taxable year prior to the date of this opinion letter, and we do not
anticipate doing so for future taxable years. The Company and the preparers of
its tax returns have made or will make a number of decisions on tax matters in
connection with the preparation of such returns, and those decisions are not
reviewed with us.
The foregoing opinions are based on current provisions of the Code and
the Treasury Regulations promulgated thereunder, published administrative
interpretations thereof, and published court decisions. You should be aware that
the Service has not issued Treasury regulations or administrative
interpretations with respect to various provisions of the Code relating to REIT
qualification. This opinion represents our conclusions as to the application of
existing law and is based on the certifications and representations given as of
the date hereof. The statutory provisions, regulations, interpretations, and
other authorities upon which our opinion is based are subject to change, and
such changes could apply retroactively. Any change in such authorities or any
change in the facts or representations might adversely affect the conclusions
stated herein. In addition, while this opinion represents our best legal
judgement, it is not binding on the Internal Revenue Service or the courts and
there can be no assurance that positions contrary to those stated in our opinion
will not be taken by the Internal Revenue Service or sustained by the courts.
Except for matters specifically addressed in the Federal Income Tax
Considerations of the Registration Statement, the foregoing opinions are limited
to the U.S. federal income tax matters addressed herein, and no other opinions
are rendered with respect to other U.S. federal tax matters or to any issues
arising under the tax laws of any other country or any state or locality. We
undertake no obligation to update the opinions expressed herein after the date
of this letter. This opinion letter is solely for the information and use of the
addressee, and it may not be distributed, relied upon for any purpose by any
other person, quoted in whole or in part or otherwise reproduced in any
document, or filed with any governmental agency without our express written
consent. Consent is hereby given to use this opinion letter in connection with
the filing of the Registration Statement.
Very truly yours,
/s/ Porter, Wright, Morris & Arthur LLP
PORTER, WRIGHT, MORRIS & ARTHUR LLP