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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
September 15, 1997
Huntington Bancshares Incorporated
The Huntington National Bank
41 South High Street
Columbus, Ohio 43287
The Bank of Winter Park
2006 Aloma Avenue
Winter Park, Florida 32792
Gentlemen:
We are counsel for Huntington Bancshares Incorporated, a Maryland
corporation ("Huntington"), and The Huntington National Bank, a wholly owned
subsidiary of Huntington ("Huntington Bank"), in connection with the proposed
merger (the "Merger") of The Bank of Winter Park, a banking corporation
organized under the laws of Florida ("Winter Park"), with and into Huntington
Bank pursuant to which the shareholders of Winter Park will receive whole shares
of common stock, without par value, of Huntington ("Huntington Common Stock"),
as set forth in the Agreement and Plan of Merger, between Huntington Bank and
Winter Park, dated as of May 22, 1997 (the "Merger Agreement"), in exchange for
their shares of common stock, $5.00 par value, of Winter Park ("Winter Park
Common Stock"). Following the Merger, the separate existence and corporate
organization of Winter Park will cease. At your request, and pursuant to Section
6.04 of the Supplemental Agreement among Huntington, Huntington Bank, and Winter
Park, dated as of May 22, 1997 (the "Supplemental Agreement"), we are rendering
our opinion concerning certain federal income tax consequences of the Merger.
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, the Supplemental
Agreement, and the other documents and agreements referred to therein (the
"Merger Documents"); and (ii) the Proxy Statement/Prospectus (the "Prospectus")
relating to the Merger and included in the Registration Statement of Huntington
on Form S-4 filed by Huntington 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.
For purposes of the opinion set forth below, we are relying, with the
consent of Huntington and Winter Park, upon the accuracy and completeness of
certain statements and representations (which statements and representations we
have neither investigated nor verified) that will be contained, respectively, in
certificates of the officers of Huntington and Winter Park and certain
shareholders of Winter Park and we have assumed that such certificates will be
complete and accurate as of the Effective Time. We have also assumed that the
transactions contemplated by the Merger Documents will be consummated in
accordance with the Merger Documents and that the Merger will constitute a
merger pursuant to the applicable provisions of the laws of the United States
and the laws of the State of Florida.
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Huntington Bancshares Incorporated
The Huntington National Bank
The Bank of Winter Park
September 15, 1997
Page 2
Unless otherwise specified, the section numbers cited herein refer to
sections in the Internal Revenue Code of 1986, as amended (the "Code"). All
capitalized terms not otherwise defined herein shall have the meanings assigned
to them in the Merger Agreement. For the purposes of the rendering of this
opinion, we have assumed that the officers of Huntington and Winter Park will
have made the following representations by the Effective Date and upon which we
are relying in rendering this opinion:
a. The fair market value of the Huntington Common Stock and
other consideration received by each Winter Park shareholder
will be approximately equal to the fair market value of the
Winter Park Common Stock surrendered in the Merger.
b. To the best of the knowledge of the management of Winter
Park, there is no plan or intention on the part of the
shareholders of Winter Park to sell, exchange, or otherwise
dispose of a number of shares of Huntington Common Stock to
be received in the Merger that would reduce the Winter Park
shareholders' ownership of Huntington Common Stock to a
number of shares having a value on the Effective Time of
less than 50 percent of the value of all of the formerly
outstanding Winter Park Common Stock as of the same date.
For purposes of this representation, shares of Winter Park
Common Stock exchanged for cash pursuant to the exercise of
appraisal rights or exchanged for cash in lieu of fractional
shares of Huntington Common Stock will be treated as
outstanding Winter Park Common on the Effective Time.
Moreover, shares of Winter Park Common Stock and shares of
Huntington Common Stock held by Winter Park shareholders and
otherwise sold, redeemed, or disposed of prior or subsequent
to the Merger have been considered in making this
representation.
c. Huntington Bank 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 Winter
Park immediately prior to the Merger. For purposes of this
representation, amounts paid by Winter Park to shareholders
who receive cash pursuant to the exercise of appraisal
rights or in lieu of the issuance of fractional shares of
Huntington Common Stock, Winter Park assets used to pay its
reorganization expenses, and all redemptions and
distributions (except for regular, normal dividends) made by
Winter Park immediately preceding the transfer, will be
included as assets of Winter Park held immediately prior to
the Merger.
d. Prior to the transaction, Huntington will be in control of
Huntington Bank within the meaning of Section 368(c) of the
Code.
e. Following the transaction, Huntington Bank will not issue
additional shares of its stock that would result in
Huntington losing control of Huntington Bank within the
meaning of Section 368(c) of the Code.
f. Huntington has no plan or intention to liquidate Huntington
Bank; to merge Huntington Bank with and into another
corporation; to sell or otherwise dispose of the stock of
Huntington Bank; or to cause Huntington Bank to sell or
otherwise dispose of any of the assets of Winter Park
acquired in the Merger, 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 Winter Park assumed by Huntington Bank
and the liabilities to which the transferred assets of
Winter Park are subject were incurred by Winter Park in the
ordinary course of its businesses.
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Huntington Bancshares Incorporated
The Huntington National Bank
The Bank of Winter Park
September 15, 1997
Page 3
h. Huntington has no plan or intention to redeem or otherwise
reacquire any Huntington Common Stock issued in connection
with the Merger, other than through stock purchases in the
open market of Huntington's widely held stock, which
Huntington will acquire pursuant to the ordinary operation
of a stock repurchase program entered into for good business
purposes seperate and distinct from the Merger. There is no
plan or intention that the aggregate amount of stock so
purchased will equal or exceed 20 percent of the outstanding
Huntington Common Stock. In no event will Huntington redeem
or otherwise reacquire any Huntington Common Stock issued in
the transaction that would reduce the former Winter Park
shareholders' ownership of Huntington Common Stock to a
number of shares having a value on the Effective Date of the
Merger of less than 50% of the value of the formally
outstanding Winter Park Common Stock on the same date.
i. Following the Merger, Huntington Bank will continue the
historic business of Winter Park or use a significant
portion of Winter Park's business assets in its business.
j. Huntington, Huntington Bank, Winter Park, and the
shareholders of Winter Park will each pay their respective
expenses, if any, incurred in connection with the Merger.
k. There is no intercorporate indebtedness existing between
Huntington and Winter Park or between Huntington Bank and
Winter Park that was issued, acquired, or will be settled at
a discount.
l. No party to the transaction is an investment company as
defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.
m. The fair market value of the assets of Winter Park
transferred to Huntington Bank in the Merger will equal or
exceed the sum of the liabilities assumed by Huntington
Bank, plus the amount of liabilities, if any, to which the
transferred assets are subject.
n. Neither Huntington, Huntington Bank, nor Winter Park 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.
o. No stock of Huntington Bank will be issued in the
transaction.
p. None of the compensation received by any
shareholder-employee of Winter Park will be separate
consideration for, or allocable to, any of his or her shares
of Winter Park Common Stock; none of the shares of
Huntington Common Stock received by any shareholder-employee
of Winter Park will be separate consideration for, or
allocable to, any employment agreement; and the compensation
paid to any shareholder-employee of Winter Park will be for
services actually rendered and will be commensurate with
amounts paid to third parties bargaining at arm's length for
similar services.
q. Neither Huntington nor Huntington Bank owned any shares of
Winter Park Common Stock prior to the Merger.
r. No material dividends or distributions have been or will be
made with respect to the Winter Park Common Stock in
contemplation of the Merger, except for dividends normal and
customary in amount.
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Huntington Bancshares Incorporated
The Huntington National Bank
The Bank of Winter Park
September 15, 1997
Page 4
s. The payment of cash in lieu of fractional shares of
Huntington Common Stock 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 Merger to Winter Park shareholders
instead of issuing fractional shares of Huntington Common
Stock will not exceed one percent of the total consideration
that will be issued in the Merger to Winter Park
shareholders for their shares of Winter Park Common Stock.
The fractional share interests of each Winter Park
shareholder will be aggregated, and no Winter Park
shareholder will receive cash in an amount greater than the
value of one full share of Huntington Common Stock with
respect to any cash payment in lieu of a fractional share.
t. The Merger will be consummated solely in compliance with the
material terms and conditions of the Merger Agreement and
the Merger Agreement represents the entire understanding of
the Parties with respect to the Merger.
In reliance on the assumptions and the representations set forth
above, and assuming that the shareholders of Winter Park do not sell, exchange,
transfer by gift, or otherwise dispose of a number of shares of Huntington
Common Stock received in the Merger that would reduce the ownership of
Huntington Common Stock by the former shareholders of Winter Park 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 Winter Park Common Stock as
of the same date, and conditioned upon the receipt or confirmation of the
representations in connection with the Merger set forth above upon the Closing,
we are of the opinion that:
(a) No gain or loss will be recognized by a Winter Park
shareholder who receives solely shares of Huntington Common
Stock in exchange for such shareholder's shares of Winter
Park Common Stock, except to the extent that such
shareholder receives any cash in lieu of the issuance of a
fractional share of Huntington Common Stock.
(b) Where solely cash is received by a Winter Park shareholder
in exchange for such shareholder's shares of Winter Park
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 or her
Winter Park Common Stock, subject to the provisions and
limitations of Section 302 of the Code.
(c) 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.
(d) The tax basis of the shares of Huntington Common Stock to be
received by a Winter Park shareholder will be the same as
the basis of the Winter Park Common Stock surrendered in
exchange for such Huntington Common Stock, reduced by any
amount allocated to a fractional share of Huntington Common
Stock with respect to which cash is received.
(e) The holding period of the shares of Huntington Common Stock
to be received by a particular Winter Park shareholder will
include the holding period of the shares of Winter Park
Common Stock
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Huntington Bancshares Incorporated
The Huntington National Bank
The Bank of Winter Park
September 15, 1997
Page 5
surrendered in exchange, provided that such shares of Winter
Park Common Stock were held as a capital asset in the hands
of the Winter Park shareholder on the Effective Date.
(f) No gain or loss will be recognized by Huntington or
Huntington Bank (except for the inclusion in income of
amounts resulting from any required changes in accounting
methods or similar items) upon the consummation of the
Merger.
(g) No gain or loss will be recognized by Winter Park (except
for the inclusion in income of amounts resulting from any
required changes in accounting methods or similar items)
upon the consummation of the Merger.
We have given this opinion pursuant to Section 6.04 of the
Supplemental Agreement in connection with the transactions contemplated thereby
and such opinion is not to be relied upon for any other purpose. This opinion
may not be applicable to (i) Winter Park shareholders whose Winter Park Common
Stock is not held as a capital asset; (ii) certain particular classes of
shareholders, such as non-United States citizens, broker-dealers, certain
retirement plans, financial institutions, or insurance companies; or (iii)
Winter Park shareholders who acquired their Winter Park Common Stock through the
exercise of an employee stock option or otherwise as compensation. 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 opinion. No
opinion is expressed as to the effect of state, local, and foreign tax laws.
You should be aware that this opinion represents our conclusions as
to the application of existing law and is based on the 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. In addition, no advance ruling has been
obtained from the Internal Revenue Service and there can be no assurance that
positions contrary to those stated in our opinion will not be taken by the
Internal Revenue Service. 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
PORTER, WRIGHT, MORRIS & ARTHUR