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EXHIBIT 8
PORTER, WRIGHT, MORRIS & ARTHUR
ATTORNEYS AT LAW
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43215-6194
March 3, 1995
Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Huntington Federal Savings Bank
41 South High Street
Columbus, Ohio 43287
Reliance Bank of Florida
2116 South Babcock Street
Melbourne, Florida 32901
Ladies and Gentlemen:
We are counsel for Huntington Bancshares Incorporated, a Maryland
corporation ("Huntington"); Huntington Bancshares Florida, Inc., an Ohio
corporation and a wholly owned subsidiary of Huntington ("Huntington
Florida"); and Huntington Federal Savings Bank, a federal savings and loan
association and a wholly owned subsidiary of Huntington ("HFSB"), in connection
with the proposed acquisition by Huntington of all of the assets and liabilities
of Reliance Bank of Florida, a Florida state-chartered bank ("Reliance"),
through a merger of Reliance with The Huntington National Bank of Florida, a
national banking association presently known as Security National Bank, that
will be acquired by Huntington Florida prior to the Effective Date pursuant to
the merger of Security National Corporation into Huntington Florida ("HNBF")
(the "HNBF Merger"), or, under certain circumstances, through a merger of
Reliance with HFSB (the "HFSB Merger"). (The HNBF Merger or the HFSB Merger, as
applicable, is sometimes hereinafter referred to as the "Merger.") In the
Merger, the shareholders of Reliance will receive shares of common stock,
without par value, of Huntington ("Huntington Common") in exchange for their
shares of common stock, $5.00 par value, of Reliance ("Reliance Common"). In the
case of the HNBF Merger, HNBF will continue to exist as a wholly owned
subsidiary of Huntington Florida and the separate existence and corporate
organization of Reliance will cease. In the case of the HFSB Merger, Reliance
will continue to exist as a wholly owned subsidiary of Huntington, the separate
existence and corporate organization of HFSB will cease, and Reliance will
change its name to The Huntington National Bank of Florida.
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Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Huntington Federal Savings Bank
Reliance Bank of Florida
March 3, 1995
Page 2
We have reviewed the following: Huntington's Articles of Restatement of
Charter; Huntington's Bylaws; Reliance's Certificate of Incorporation;
Reliance's Bylaws; the Agreement and Plan of Merger, dated as of December 22,
1994, among Huntington Florida, Security National Bank, and Reliance (the "HNBF
Merger Agreement"); the Acquisition Agreement, dated as of December 22, 1994,
among Huntington, Huntington Florida, Security National Bank, and Reliance (the
"Acquisition Agreement"); the form of Agreement and Plan of Merger (the "HFSB
Merger Agreement") to be executed by HFSB and Reliance; the corporate action
taken to date in connection with the HNBF Merger, the HFSB Merger, and the
issuance of the Huntington Common; and certain representations by Huntington,
Huntington Florida, HFSB, and Reliance.
Terms defined in the HNBF Merger Agreement, the HFSB Merger Agreement,
or the Acquisition Agreement shall have the same meanings in this opinion
letter. Unless otherwise specified, the section numbers cited herein refer to
sections in the Internal Revenue Code of 1986, as amended (the "Code").
Representations made by Huntington Florida in connection with the HNBF Merger
are understood to have made for Huntington Florida itself and for any
wholly-owned subsidiary of Huntington Florida in existence on the Effective
Date.
In connection with the HNBF Merger, and provided that the HNBF Merger
does take place, you have made or will make the following representations:
a. The fair market value of the shares of Huntington Common and other
consideration to be received by each shareholder of Reliance in
the HNBF Merger will be approximately equal to the fair market
value of the Reliance Common surrendered in exchange therefor.
b. There is no plan or intention by the shareholders of Reliance who
own 5 percent or more of the outstanding shares of Reliance Common
and, to the best of the knowledge of the management of Reliance,
there is no plan or intention on the part of the remaining
shareholders of Reliance to sell, exchange, transfer by gift, or
otherwise dispose of a number of shares of Huntington Common
received in the HNBF Merger that would reduce the ownership of
Huntington Common by the Reliance shareholders to a number of
shares having a value on the Effective Date of less than 50
percent of the total value of all of the formerly outstanding
shares of Reliance Common as of the same date. For purposes of
this representation, shares of Reliance Common surrendered by
dissenters or exchanged for cash in lieu of fractional shares of
Huntington Common will be treated as outstanding Reliance Common
on the Effective Date. Moreover, shares of Reliance Common and
shares
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Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Huntington Federal Savings Bank
Reliance Bank of Florida
March 3, 1995
Page 3
of Huntington Common held by Reliance's shareholders and otherwise
sold, redeemed, or disposed of prior or subsequent to the HNBF
Merger have been considered in making this representation.
c. Huntington Florida will acquire at least 90 percent of the fair
market value of the net assets and at least 70 percent of the fair
market value of the gross assets held by Reliance immediately
prior to the HNBF Merger. For purposes of this representation,
amounts paid by Reliance to dissenters, amounts paid by Reliance
to shareholders who receive cash or other property, Reliance
assets used to pay its reorganization expenses, and all
redemptions and distributions (except for regular, normal
dividends) made by Reliance immediately preceding the HNBF Merger
will be included as assets of Reliance held immediately prior to
the HNBF Merger.
d. Prior to the HNBF Merger, Huntington will own 100 percent of all
classes of stock of Huntington Florida, and Huntington Florida
will own 100 percent of all classes of stock of HNBF.
e. Except for the payment of cash in lieu of fractional shares of
Huntington Common, Huntington has no plan or intention to
reacquire any of its stock issued in the HNBF Merger.
f. Huntington Florida has no plan or intention to sell or otherwise
dispose of any of the assets acquired from Reliance, except for
dispositions made in the ordinary course of business or transfers
described in Section 368(a)(2)(C) of the Code.
g. The liabilities of Reliance assumed by Huntington Florida and the
liabilities to which the transferred assets of Reliance are
subject were incurred by Reliance in the ordinary course of its
business.
h. Following the HNBF Merger, Huntington Florida, through HNBF, its
wholly-owned subsidiary, will continue the historic business of
Reliance or use a significant portion of Reliance's historic
business assets in a business.
i. Huntington, Huntington Florida, and Reliance will each pay its own
expenses incurred in connection with the HNBF Merger and will not
pay any expenses of the shareholders of Reliance.
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Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Huntington Federal Savings Bank
Reliance Bank of Florida
March 3, 1995
Page 4
j. There is no intercorporate indebtedness existing between
Huntington and Reliance, or between Huntington Florida and
Reliance that was issued, acquired, or will be settled at a
discount.
k. Neither Reliance, Huntington, nor Huntington Florida is an
investment company as defined in Section 368(a)(2)(F)(iii) and
(iv) of the Code.
l. Neither Reliance, Huntington, nor Huntington Florida is under the
jurisdiction of a court in a Title 11 or similar case within the
meaning of Section 368(a)(3)(A) of the Code.
m. The adjusted basis and the fair market value of the assets of
Reliance transferred to Huntington Florida in the HNBF Merger will
equal or exceed the sum of the liabilities assumed by Huntington
Florida in the HNBF Merger plus the amount of liabilities, if any,
to which the assets to be transferred in the HNBF Merger are
subject.
n. No stock of Huntington Florida will be issued in the HNBF Merger.
o. Reliance will distribute the Huntington Common that it is deemed
to receive in the HNBF Merger, along with its other properties, in
pursuance of the HNBF Merger.
p. Huntington and Huntington Florida do not own, directly or
indirectly, nor has either of them owned during the past five
years, directly or indirectly, any stock of Reliance.
q. The payment of cash in lieu of fractional shares of Huntington
Common is solely for the purpose of avoiding the expense and
inconvenience to Huntington of issuing fractional shares and does
not represent separately bargained-for consideration. The total
cash consideration that will be paid in the transaction to the
Reliance shareholders instead of issuing fractional shares of
Huntington Common will not exceed one percent of the total
consideration that will be issued in the transaction to the
Reliance shareholders in exchange for their shares of Reliance
Common. The fractional share interests of each Reliance
shareholder will be aggregated and no Reliance shareholder will
receive cash in an amount equal to or greater than the value of
one full share of Huntington Common.
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Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Huntington Federal Savings Bank
Reliance Bank of Florida
March 3, 1995
Page 5
r. None of the compensation received by any shareholder-employee of
Reliance will be separate consideration for, or allocable to, any
of their shares of Reliance Common; none of the shares of
Huntington Common received by any shareholder-employee of Reliance
will be separate consideration for, or allocable to, any
employment agreement; and the compensation paid to any
shareholder-employee will be for services actually rendered and
will be commensurate with amounts paid to third parties bargaining
at arm's length for similar services.
s. No material dividends or distributions have been or will be made
with respect to the Reliance Common prior to the HNBF Merger.
t. In the case of an incentive stock option to acquire shares of
Reliance Common granted under the Reliance Stock Option Plan, a
holder of such option will not receive any additional benefits as
a result of the conversion of the option in the HNBF Merger.
u. In the case of an incentive stock option to acquire shares of
Reliance Common granted under the Reliance Stock Option Plan,
immediately after the conversion to an incentive stock option to
purchase shares of Huntington Common under the Huntington Stock
Option Plan, the excess of the aggregate fair market value of the
shares of Huntington Common subject to the Huntington Stock
Option, in each instance, will not be more than the excess of the
aggregate fair market value of the shares of Reliance Common
subject to the Reliance Stock Option immediately before its
conversion in the HNBF Merger, over the aggregate option prices
for such stock.
v. In the case of an incentive stock option to acquire shares of
Reliance Common granted under the Reliance Stock Option Plan, on a
share-by-share comparison, the ratio of the option price to the
fair market value the shares of Huntington Common subject to the
Huntington Stock Option immediately after the conversion in the
HNBF Merger will not be more favorable to the optionee than the
ratio of the option price to the fair market value of the shares
of Reliance Common subject to the Reliance Stock Option
immediately before the conversion.
Alternatively, in connection with the HFSB Merger, and provided that
the HFSB Merger takes place, you have made or will make the following
representations:
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Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Huntington Federal Savings Bank
Reliance Bank of Florida
March 3, 1995
Page 6
a. The fair market value of the shares of Huntington Common and other
consideration to be received by each shareholder of Reliance in
the HFSB Merger will be approximately equal to the fair market
value of the Reliance Common surrendered in exchange therefor.
b. There is no plan or intention by the shareholders of Reliance who
own 5 percent or more of the outstanding shares of Reliance Common
and, to the best of the knowledge of the management of Reliance,
there is no plan or intention on the part of the remaining
shareholders of Reliance to sell, exchange, transfer by gift, or
otherwise dispose of a number of shares of Huntington Common
received in the HFSB Merger that would reduce the ownership of
Huntington Common by the Reliance shareholders to a number of
shares having a value on the Effective Date of the HFSB Merger of
less than 50 percent of the total value of all of the formerly
outstanding shares of Reliance Common as of the same date. For
purposes of this representation, shares of Reliance Common
surrendered by dissenters or exchanged for cash in lieu of
fractional shares of Huntington Common will be treated as
outstanding Reliance Common on the Effective Date of the HFSB
Merger. Moreover, shares of Reliance Common and shares of
Huntington Common held by Reliance's shareholders and otherwise
sold, redeemed, or disposed of prior or subsequent to the HFSB
Merger have been considered in making this representation.
c. Following the HFSB Merger, Reliance will hold at least 90 percent
of the fair market value of its net assets and at least 70 percent
of the fair market value of its gross assets and at least 90
percent of the fair market value of HFSB's net assets and at least
70 percent of the fair market value of HFSB's gross assets held
immediately prior to the HFSB Merger. For purposes of this
representation, amounts paid by Reliance or HFSB to dissenters,
amounts paid by Reliance or HFSB to shareholders who receive cash
or other property, amounts used by Reliance or HFSB to pay
reorganization expenses, and all redemptions and distributions
(except for regular, normal dividends) made by Reliance will be
included as assets of Reliance or HFSB, respectively, held
immediately prior to the HFSB Merger.
d. Prior to the HFSB Merger, Huntington will own 100 percent of all
classes of stock of HFSB.
e. Reliance has no plan or intention to issue additional shares of
its stock that would result in Huntington owning less than 80
percent of each class of stock of Reliance.
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Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Huntington Federal Savings Bank
Reliance Bank of Florida
March 3, 1995
Page 7
f. Except for the payment of cash in lieu of fractional shares of
Huntington Common, Huntington has no plan or intention to
reacquire any of the Huntington Common issued in the HFSB Merger.
g. Huntington has no plan or intention to liquidate Reliance; to
merge Reliance with or into another corporation; to sell or
dispose of the stock of Reliance except for transfers of stock to
corporations controlled by Huntington; or to cause Reliance to
sell or otherwise dispose of any of its assets or of any of the
assets acquired from HFSB, except for dispositions made in the
ordinary course of business or transfers of assets to a
corporation controlled by Reliance.
h. The liabilities of HFSB assumed by Reliance and the liabilities to
which the transferred assets of HFSB are subject were incurred in
the ordinary course of its business.
i. Following the HFSB Merger, Reliance will continue its historic
business or use a significant portion of its historic business
assets in a business.
j. Huntington, HFSB, and Reliance will each pay its own expenses
incurred in connection with the HFSB Merger and will not pay any
expenses of the shareholders of Reliance.
k. There is no intercorporate indebtedness existing between
Huntington and Reliance or between HFSB and Reliance that was
issued, acquired, or will be settled at a discount.
l. In the HFSB Merger, at least 80 percent of each class of Reliance
stock will be exchanged solely for voting common stock of
Huntington. For purposes of this representation, shares of
Reliance stock exchanged for cash or other property originating
with Huntington will be treated as outstanding Reliance stock on
the Effective Date.
m. On the Effective Date, Reliance will not have outstanding any
warrants, options, convertible securities, or any other type of
right pursuant to which any person could acquire stock in Reliance
that, if exercised or converted, would affect Huntington's
acquisition or retention of control of Reliance, as defined in
Section 368(c) of the Code.
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Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Huntington Federal Savings Bank
Reliance Bank of Florida
March 3, 1995
Page 8
n. Huntington and HFSB do not own, directly or indirectly, nor has
either of them owned during the past five years, directly or
indirectly, any stock of Reliance.
o. Neither Reliance, Huntington, nor HFSB is an investment company as
defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.
p. On the Effective Date, the fair market value of the assets of
Reliance will exceed the sum of its liabilities, plus the amount
of liabilities, if any, to which those assets are subject.
q. Neither Reliance, Huntington, nor HFSB is under the jurisdiction
of a court in a Title 11 or similar case within the meaning of
Section 368(a)(3)(A) of the Code.
r. The payment of cash in lieu of fractional shares of Huntington
Common is solely for the purpose of avoiding the expense and
inconvenience to Huntington of issuing fractional shares and does
not represent separately bargained-for consideration. The total
cash consideration that will be paid in the transaction to the
Reliance shareholders instead of issuing fractional shares of
Huntington Common will not exceed one percent of the total
consideration that will be issued in the transaction to the
Reliance shareholders in exchange for their shares of Reliance
Common. The fractional share interests of each Reliance
shareholder will be aggregated and no Reliance shareholder will
receive cash in an amount equal to or greater than the value of
one full share of Huntington Common.
s. None of the compensation received by any shareholder-employee of
Reliance will be separate consideration for, or allocable to, any
of their shares of Reliance Common; none of the shares of
Huntington Common received by any shareholder-employee of Reliance
will be separate consideration for, or allocable to, any
employment agreement; and the compensation paid to any
shareholder-employee will be for services actually rendered and
will be commensurate with amounts paid to third parties bargaining
at arm's length for similar services.
t. No material dividends or distributions have been or will be made
with respect to the Reliance Common prior to the HFSB Merger.
u. In the case of an incentive stock option to acquire shares of
Reliance Common granted under the Reliance Stock Option Plan, a
holder of such option will not
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Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Huntington Federal Savings Bank
Reliance Bank of Florida
March 3, 1995
Page 9
receive any additional benefits as a result of the conversion of
the option in the HFSB Merger.
v. In the case of an incentive stock option to acquire shares of
Reliance Common granted under the Reliance Stock Option Plan,
immediately after the conversion to an incentive stock option to
purchase shares of Huntington Common under the Huntington Stock
Option Plan, the excess of the aggregate fair market value of the
shares of Huntington Common subject to the Huntington Stock
Option, in each instance, will not be more than the excess of the
aggregate fair market value of the shares of Reliance Common
subject to the Reliance Stock Option immediately before its
conversion in the HFSB Merger, over the aggregate option prices
for such stock.
w. In the case of an incentive stock option to acquire shares of
Reliance Common granted under the Reliance Stock Option Plan, on a
share-by-share comparison, the ratio of the option price to the
fair market value the shares of Huntington Common subject to the
Huntington Stock Option immediately after the conversion in the
HFSB Merger will not be more favorable to the optionee than the
ratio of the option price to the fair market value of the shares
of Reliance Common subject to the Reliance Stock Option
immediately before the conversion.
Based on our understanding of the HNBF Merger, and assuming that the
shareholders of Reliance do not sell, exchange, transfer by gift, or otherwise
dispose of a number of shares of Huntington Common received in the HNBF Merger
that would reduce the ownership of Huntington Common by the former shareholders
of Reliance to a number of shares having a value, as of the date of the Merger,
of less than 50 percent of the total value of all of the formerly outstanding
Reliance Common as of the same date, and conditioned upon (i) the receipt or
confirmation of the representations in connection with the HNBF Merger set forth
above upon the Closing and (ii) the receipt of a favorable private letter ruling
from the Internal Revenue Service, we are of the opinion that:
1. The HNBF Merger will constitute a reorganization within the
meaning of Section 368(a)(1)(C) of the Code and Huntington,
Huntington Florida, and Reliance will each be "a party to a
reorganization" within the meaning of Section 368(b) of the Code.
2. The basis of the assets of Reliance acquired by Huntington Florida
will be the same in the hands of Huntington Florida as the basis
of those assets in the hands of Reliance immediately prior to the
HNBF Merger.
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Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Huntington Federal Savings Bank
Reliance Bank of Florida
March 3, 1995
Page 10
3. The holding period of the assets of Reliance received by
Huntington Florida will include the period for which such assets
were held by Reliance.
4. No gain or loss will be recognized by Huntington or Huntington
Florida upon the acquisition by Huntington Florida of
substantially all of the assets of Reliance in exchange for shares
of Huntington Common Stock, the assumption by Huntington Florida
of the liabilities of Reliance, the payment of cash in lieu of
fractional shares of Huntington Common Stock, and the payment of
cash to dissenting shareholders, if any.
5. No gain or loss will be recognized by Reliance upon the transfer
of substantially all of its assets to Huntington Florida in
exchange for shares of Huntington Common Stock, the assumption by
Huntington Florida of the liabilities of Reliance, the payment of
cash in lieu of fractional shares of Huntington Common Stock, and
the payment of cash to dissenting shareholders, if any.
6. No gain or loss will be recognized by the shareholders of Reliance
who exchange their shares of Reliance Common Stock for shares of
Huntington Common Stock except to the extent of any cash received
in lieu of a fractional share of Huntington Common Stock.
7. The basis of the shares of Huntington Common Stock received by
Reliance shareholders who receive solely shares of Huntington
Common Stock will be the same as the basis of the shares of
Reliance Common Stock surrendered in exchange therefor.
8. The holding period of the shares of Huntington Common Stock
received by a particular Reliance shareholder will include the
holding period of the shares of Reliance Common Stock surrendered
in exchange therefor, provided that the shares of Reliance Common
Stock were held as a capital asset in the hands of such Reliance
shareholder on the Effective Date.
9. Where solely cash is received by a shareholder of Reliance in
exchange for such shareholder's Reliance Common Stock pursuant to
the exercise of appraisal rights, the cash will be treated as
having been received by such shareholder as a distribution in
redemption of his Reliance Common Stock, subject to the provisions
and limitations of Section 302 of the Code. Where, as a result of
such distribution, a
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Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Huntington Federal Savings Bank
Reliance Bank of Florida
March 3, 1995
Page 11
former shareholder of Reliance owns no shares of Huntington Common
Stock either directly or through the application of Section 318(a)
of the Code, the redemption will be a complete termination of
interest within the meaning of Section 302(b)(3) of the Code and
such cash will be treated as a distribution in full payment in
exchange for such shareholder's shares of Reliance Common Stock,
as provided in Section 302(a) of the Code. Under Section 1001 of
the Code, gain or (subject to the limitations of Section 267 of
the Code) loss will be realized and recognized to such shareholder
in an amount equal to the difference between the amount of such
cash and the adjusted basis of the shares of Reliance Common Stock
surrendered, as determined under Section 1011 of the Code.
10. The payment of cash in lieu of fractional share interests of
Huntington Common Stock will be treated for federal income tax
purposes as if the fractional shares were distributed as part of
the exchange and then were redeemed by Huntington. These cash
payments will be treated as having been received as distributions
in full payment in exchange for the Huntington Common Stock
redeemed subject to the conditions and limitations of Section 302
of the Code.
11. While not free from doubt, holders of options to acquire shares of
Reliance Common Stock that are incentive stock options will not
recognize any gain or loss solely as a result of the conversion of
such options on the Effective Date into options to acquire shares
of Huntington Common Stock.
Based on our understanding of the HFSB Merger, and assuming that the
shareholders of Reliance do not sell, exchange, transfer by gift, or otherwise
dispose of a number of shares of Huntington Common received in the HFSB Merger
that would reduce the ownership of Huntington Common by the former shareholders
of Reliance to a number of shares having a value, as of the date of the Merger,
of less than 50 percent of the total value of all of the formerly outstanding
Reliance Common as of the same date, and conditioned upon the receipt or
confirmation of the representations in connection with the HFSB Merger set forth
above upon the Closing, we are of the opinion that:
1. No gain or loss will be recognized by Huntington, HFSB, or
Reliance upon the acquisition by Reliance of all of the assets of
HFSB and the assumption by Reliance of all of the liability of
HFSB pursuant to the HFSB Merger.
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Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Huntington Federal Savings Bank
Reliance Bank of Florida
March 3, 1995
Page 12
2. The basis of the HFSB property in the hands of Reliance will be
the same as the basis of the property in the hands of HFSB
immediately prior to the transaction.
3. The holding period of the HFSB assets received by Reliance in the
exchange will include the period for which the assets were held by
HFSB.
4. No gain or loss will be recognized by the shareholders of Reliance
who exchange their Reliance Common Stock solely for Huntington
Common Stock except to the extent of any cash received in lieu of
a fractional share of Huntington Common Stock.
5. The basis of the shares of the Huntington Common Stock received by
the shareholders of Reliance who receive solely shares of
Huntington Common Stock will be the same as the basis of the
Reliance stock surrendered in exchange therefor.
6. The holding period of the Huntington Common Stock to be received
by the shareholders of Reliance will include the holding period of
the shares of Reliance Common Stock surrendered in exchanged
therefor, provided that the shares of Reliance Common Stock were
held as a capital asset in the hands of such Reliance shareholder
on the Effective Date.
7. Where solely cash is received by a shareholder of Reliance in
exchange for such shareholder's Reliance Common Stock pursuant to
the exercise of appraisal rights, the cash will be treated as
having been received by such shareholder as a distribution in
redemption of his Reliance Common Stock, subject to the provisions
and limitations of Section 302 of the Code. Where, as a result of
such distribution a former shareholder of Reliance owns no shares
of Huntington Common Stock either directly or through the
application of Section 318(a) of the Code, the redemption will be
a complete termination of interest within the meaning of Section
302(b)(3) of the Code and such cash will be treated as a
distribution in full payment in exchange for such shareholder's
shares of Reliance Common Stock, as provided in Section 302(a) of
the Code. Under Section 1001 of the Code, gain or (subject to the
limitations of Section 267 of the Code) loss will be realized and
recognized to such shareholder in an amount equal to the
difference between the amount of such cash and the adjusted basis
of the shares of Reliance Common Stock surrendered, as determined
under Section 1011 of the Code.
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Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Huntington Federal Savings Bank
Reliance Bank of Florida
March 3, 1995
Page 13
8. The payment of cash in lieu of fractional share interests of
Huntington Common Stock will be treated for federal income tax
purposes as if the fractional shares were distributed as part of
the exchange and then were redeemed by Huntington. These cash
payments will be treated as having been received as distributions
in full payment in exchange for the Huntington Common Stock
redeemed subject to the conditions and limitations of Section 302
of the Code.
9. While not free from doubt, holders of options to acquire shares of
Reliance Common Stock that are incentive stock options will not
recognize any gain or loss solely as a result of the conversion of
such options on the Effective Date into options to acquire shares
of Huntington Common Stock.
We have given this opinion pursuant to Section 7.04 of the Acquisition
Agreement in connection with the transactions contemplated thereby and such
opinion is not to be relied upon for any other purpose. No opinion is expressed
about the tax treatment of the transaction under other provisions of the Code
and the Treasury Regulations issued thereunder or about the tax treatment of any
conditions existing at the time of, or effects resulting from, the transaction
that are not specifically addressed by the foregoing opinions. No opinion is
expressed as to the effect of state, local, and foreign tax laws.
You should be aware that these opinions represent our conclusions as to
the application of existing law and are based on the representations set forth
above. We have not independently verified the factual matters set forth in the
representations. Further, we have not obtained an IRS ruling on the HFSB Merger.
Unlike a ruling, an opinion of counsel is not binding upon the IRS, and there
can be no assurance that the IRS will not take a position contrary to the
positions reflected in such opinion or that such opinion will be upheld by the
courts if challenged by the IRS. In such event the tax results described above
may be adversely affected.
The statutory provisions, regulations, interpretations, and other
authorities upon which our opinion is based are subject to change, and such
changes could apply retroactively. If there is a change in law prior to closing,
or if the parties are unable to confirm their representations as of the closing,
our opinion is subject to change. No person other than the addressees named
herein may rely on this opinion for any purpose.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
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Huntington Bancshares Incorporated
Huntington Bancshares Florida, Inc.
Huntington Federal Savings Bank
Reliance Bank of Florida
March 3, 1995
Page 14
Very truly yours,
/s/ Porter, Wright, Morris & Arthur
PORTER, WRIGHT, MORRIS & ARTHUR