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EXHIBIT 8.--FORM OF TAX OPINION OF WERNER & BLANK CO., L.P.A. TO BE ISSUED ON
CONSUMMATION OF MERGER
WERNER & BLANK CO., L.P.A. 7205 WEST CENTRAL AVENUE
A LEGAL PROFESSIONAL CORPORATION TOLEDO, OH 43617
(419) 841-8051
FAX: 419-841-8380
September 30, 1996
Board of Directors
Hastings Financial Corporation
241 W. State Street
Hastings, Michigan 49058
and
Board of Directors
First Financial Bancorp.
300 High Street
P.O. Box 476
Hamilton, Ohio 45012
Ladies and Gentlemen:
You have requested our opinion as to the federal income tax consequences of the
transactions contemplated by a certain Plan and Agreement of Merger dated as of
July 2, 1996, by and between Hastings Financial Corporation ("Hastings") and
First Financial Bancorp. ("First"), hereinafter referred to as the "Agreement."
Our opinion is made in reliance upon and is limited to the following facts and
circumstances:
FACTS
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Hastings is a corporation organized under the laws of the State of Michigan and
is located in Hastings, Michigan. Hastings is a one bank holding company that
owns The National Bank of Hastings, Hastings, Michigan (the "Bank").
First is an Ohio corporation and a registered bank and thrift holding company
located in Hamilton, Ohio. First is a multibank holding company and thrift
holding company.
First and Hastings have only common shares outstanding. Hastings is to be merged
into First, under the Agreement and in compliance with applicable Michigan and
Ohio law.
Each share of Hastings outstanding on the effective date of the transaction will
be converted into shares of common stock of First as provided by the Agreement.
The effect of the consummation of the transaction and the exchange of shares
will be that shareholders of Hastings will become shareholders of First, and
First will own, in addition to its current banking and thrift affiliates, all of
the outstanding common stock of the Bank.
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WERNER & BLANK CO., L.P.A.
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Board of Directors
September 30, 1996
The business of Hastings and First (and affiliates) will continue substantially
unchanged after the effective date of the transaction.
No fractional shares will be issued in the transaction. In lieu thereof, holders
otherwise entitled to receive such fractional shares will be issued cash.
We are not aware of, and have been advised by the management of Hastings that
they have no knowledge of, any plan or intention on the part of shareholders of
Hastings to sell or otherwise dispose of an amount of the First shares to be
received in the transaction, which could reduce Hastings' shareholders ownership
of First shares received in the merger of Hastings and First to shares having an
aggregate value as of the date of the transaction, of less than fifty percent
(50%) of the value of all the formerly outstanding shares of Hastings as of the
same date. For purposes of this statement, shares of Hastings' stock surrendered
by dissenters or exchanged for cash in lieu of fractional shares will be treated
as outstanding on the date of the transaction. Likewise, shares of Hastings'
stock held by Hastings' shareholders and otherwise sold, redeemed or disposed of
prior to the consummation of the transaction have been considered in making this
statement. In addition, the management of Hastings is not aware of any transfers
of Hastings' stock by any holders thereof prior to the effective time of the
merger that were made in contemplation of the merger.
The transaction will be carried out pursuant to and in accordance with all
applicable corporate and banking laws relating to the transaction. On the
effective date, First will succeed to all assets of Hastings and will be liable
for the liabilities of Hastings then existing or arising as a result of the
transactions.
Following the consummation of the transaction resulting in the merger of
Hastings with and into First, First will continue to operate the business that
Hastings conducted through the Bank and its existing affiliates in substantially
the same manner as such business was conducted before the merger.
Arms-length negotiations were carried on between the management of First and
management of Hastings which led to the Agreement and fixed the terms of the
transactions. Consideration was given to both financial and nonfinancial factors
involved in the transaction and the business benefits from the transaction were
discussed and considered by the parties.
In the opinion of the management of First and Hastings, their respective
employees and customers will benefit from the affiliation. It is also expected
that the transaction will better enable the resulting corporation to compete
with other financial institutions.
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WERNER & BLANK CO., L.P.A.
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Board of Directors
September 30, 1996
OPINION
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Based upon the above, it is our opinion that the Agreement will have the
following federal income tax consequences:
1. The merger of Hastings with and into First will constitute a
"reorganization" within the meaning of Section 368(a)(1) of the
Internal Revenue Code of 1986, as amended (the "Code"), and Hastings
and First will each be a "party to a reorganization" within the meaning
of Section 368(b) of the Code.
2. No gain or loss will be recognized by Hastings or First as a result of
the transfer of Hastings' assets to and the assumption of its
liabilities by First. Section 361(a) and 357(a) of the Code.
3. No gain or loss will be recognized by Hastings' shareholders who
exchange their respective shares solely for First shares. Section
354(a) of the Code.
4. The basis of the First shares received by Hastings' shareholders in
exchange for their shares will be the same as the basis in the shares
exchanged therefor. Section 358(a) of the Code.
5. The holding period of the First shares received by Hastings'
shareholders will include the period during which shares exchanged
therefor were held, provided such shares were held as a capital asset.
Section 1223(1) of the Code.
6. The payment of cash in lieu of fractional shares for the purpose of
mechanically rounding off the fractions resulting from the exchange,
will, in each instance, constitute a distribution not essentially
equivalent to a dividend within the meaning of Section 302(b)(1) of the
Internal Revenue Code of 1986, as amended. The amount received will be
treated as a distribution in full payment in exchange for the
shareholders' fractional share of interest under Section 302(a) of the
Code.
7. Any Hastings' shareholder who perfects dissenter's rights and receives
solely cash in exchange for such shareholder's Hastings' stock shall be
treated as having received such cash as a distribution in redemption of
the Hastings' stock subject to the provisions and limitations of
Section 302 of the Code. If, as a result of such distribution, such
Hastings' shareholder owns no First stock, either directly or through
the application of the constructive ownership rules of Section 318 of
the Code, the distribution will be treated as a complete termination
of interest within the meaning of Section 302(b)(3) of the Code and
the payment will be treated as a distribution in exchange for the
Hastings' stock as provided in Section 302(a) of the Code. Under
Section 1001 of the Code, gain or loss (subject to any applicable
limitations of the Code) will be realized and recognized by such
shareholder in an amount equal to the difference between the amount of
cash received and the adjusted basis of the Hastings' stock
surrendered in exchange therefor.
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WERNER & BLANK CO., L.P.A.
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Board of Directors
September 30, 1996
This letter is solely for your information and use and is not to be used,
circulated, quoted or otherwise referred to for any other purpose, or relied
upon by any other person, for whatever reason without our prior written consent.
Notwithstanding the foregoing, this opinion may be referred to in the
Registration Statement for the registration of shares of First to be issued in
connection with the transaction which will be filed with the Securities and
Exchange Commission and this opinion may be filed as an exhibit to such
Registration Statement.
Very Truly yours,
Werner & Blank Co., L.P.A.