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EXHIBIT 8
PORTER, WRIGHT, MORRIS & ARTHUR
ATTORNEYS AND COUNSELORS AT LAW
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43215-6194
Telephone: 614-227-2000
Fax: 614-227-2100
June 27, 1997
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43215
First Michigan Bank Corporation
One Financial Plaza
10717 Adams Street
Holland, Michigan 49423
Gentlemen:
We have acted as counsel to Huntington Bancshares Incorporated, a
Maryland corporation (the "Company") in connection with the proposed statutory
merger (the "Merger") of First Michigan Bank Corporation, a Michigan corporation
("First Michigan"), with and into the Company, pursuant to which the
shareholders of First Michigan will receive common shares, without par value, of
the Company ("Company Shares") subject to the Agreement and Plan of Merger and
Supplemental Agreement both dated as of May 5, 1997 between First Michigan and
the Company (the "Merger Agreement"), in exchange for their outstanding common
shares of First Michigan ("First Michigan Shares"). At your request, we are
rendering our opinion concerning certain federal income tax consequences of the
Merger. Terms not otherwise defined herein shall have the same meaning as when
used in the Merger Agreement.
In that connection, we have examined and relied upon originals, or
copies certified or otherwise identified to our satisfaction, of such records,
documents, and other instruments, and such other matters of fact and law, as we
have considered necessary or appropriate for the purposes of this opinion,
including an examination of: (i) the Merger Agreement and the other documents
and agreements referred to therein; and (ii) the Joint Proxy
Statement/Prospectus (the "Prospectus") relating to the Merger and included in
the Registration Statement of the Company on Form S-4 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission. In
our examination, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the original documents of all documents
submitted to us as certified or photostatic copies, and the authenticity of the
originals of such latter documents.
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Huntington Bancshares Incorporated
First Michigan Bank Corporation
June 27, 1997
Page 2
For purposes of the opinions set forth below, we have assumed and are
relying upon the accuracy and completeness of the statements and representations
(which statements and representations we have neither investigated nor verified,
and upon which we are entitled to rely) contained, respectively, in certain
certificates of the officers of the Company and First Michigan. We have also
assumed that the transactions contemplated by the Merger Agreement will be
consummated in accordance with the Merger Agreement, the Merger will constitute
a statutory merger pursuant to the applicable provisions of the laws of the
States of Maryland and Michigan, and the facts, statements, and other
information contained in the Prospectus relating to the Merger are true,
correct, and complete in all material respects.
The opinions set forth below are based upon, and the section numbers
cited herein refer to, the Internal Revenue Code of 1986, as amended (the
"Code"), the Treasury Regulations promulgated thereunder, the administrative
interpretations thereof and the judicial decisions with respect thereto, all as
currently in effect, and are further based upon the continued accuracy and
completeness of the documents, certifications, and representations referred to
in the two preceding paragraphs as of the Effective Time.
In reliance on the assumptions and the representations set forth above,
and further assuming that the shareholders of First Michigan do not, for a
sufficient period of time to meet the continuity of interest requirements for a
reorganization, sell, exchange, transfer by gift, or otherwise dispose of a
number of Company Shares received in the Merger that would reduce the ownership
of Company Shares by the former shareholders of First Michigan 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 the formerly outstanding First Michigan Shares as of the
same date, we are of the opinion that:
(1) The Merger of First Michigan with and into the Company will
constitute a reorganization within the meaning of Section
368(a)(1)(A) of the Code.
(2) Each of First Michigan and the Company will be a "party to a
reorganization" within the meaning of Section 368(b) of the
Code.
(3) The discussion contained in the Registration Statement under
the caption "The Merger - Certain Federal Income Tax
Consequences" represents our opinion as to the material
federal income tax consequences of the Merger.
We have given this opinion in connection with the transactions
contemplated by the Merger Agreement and such opinion is not to be relied upon
for any other purpose. This opinion may not be applicable to all shareholders,
including, without limitation, (1) a First Michigan shareholder whose First
Michigan Shares are not held as a capital asset; or (2) a First Michigan
shareholder who is subject to special treatment under the Code, including
without limitation, an insurance company,
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Huntington Bancshares Incorporated
First Michigan Bank Corporation
June 27, 1997
Page 3
a dealer in securities, a financial institution, a tax-exempt investor, or
non-United States citizen. This opinion further assumes no shareholder acquired
First Michigan Shares in contemplation of or to effectuate the Merger.
In addition to the assumptions and exclusions above, no opinion is
expressed herein concerning the effect of state, local, and foreign tax laws.
Furthermore, no opinion is expressed herein about the tax treatment of the
transaction under other provisions of the Code or 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 opinion, including, without limitation, the exchange
of any First Michigan Shares in the Merger that were acquired by the holder
pursuant to an employee stock option or employee stock purchase plan or
otherwise as compensation.
You should be aware that 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. A
material change in any of the authorities upon which our opinion is based could
affect our conclusions herein. In addition, no advance ruling has been obtained
from the Internal Revenue Service ("Service") regarding the Merger. An opinion
of counsel represents counsel's best legal judgement, but has no binding effect
or official status of any kind. Accordingly, there can be no assurance that the
Service or Courts will not take positions contrary to the opinions stated above.
No person other than the addressees named herein may rely on this opinion for
any purpose.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. By giving this consent, however, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder.
Very truly yours,
/s/ Porter, Wright, Morris & Arthur
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PORTER, WRIGHT, MORRIS & ARTHUR