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EXHIBIT 8.--FORM OF TAX OPINION OF FROST & JACOBS LLP TO BE ISSUED ON
CONSUMMATION OF MERGER
May __, 1999
The Shareholders and Board of Directors of
Hebron Bancorp, Inc.
2652 North Bend Road
Hebron, Kentucky 41048-0360
The Board of Directors of
First Financial Bancorp.
Third and High Streets
Hamilton, Ohio 45011
Re: Merger of Hebron Bancorp, Inc. with and into First Financial
Bancorp.
Ladies and Gentlemen:
We have acted as special counsel to First Financial Bancorp., an Ohio
corporation registered as a bank holding company under the Bank Holding Company
Act of 1956 and a savings and loan holding company under the Savings and Loan
Holding Company Act ("FFB"), in connection with the proposed merger of Hebron
Bancorp, Inc., a Kentucky corporation and one-bank holding company ("HBI"). The
merger is pursuant to the terms of the Plan and Agreement of Merger between FFB
and HBI dated December 31, 1998 ("Merger Agreement"), as described in the
Registration Statement on Form S-4 to be filed by FFB with the Securities and
Exchange Commission on April 6, 1999 ("Registration Statement").
This opinion is being rendered as required by Section 15.3.5 of the
Merger Agreement. All capitalized terms herein, unless otherwise specified, have
the meaning assigned to them in the Registration Statement.
In connection with this opinion, we have relied on and have examined,
and we are familiar with originals or copies of, certified or otherwise
identified to our satisfaction, the (i) Merger Agreement, the (ii) Registration
Statement, and (iii) such other documents as we have deemed necessary or
appropriate in order to enable us to render the opinions below. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified, conformed or photostatic copies and the authenticity of the
originals of such copies. This opinion is subject to the receipt by us prior to
the effective time of the Merger of certain written representations and
covenants of HBI and FFB, the accuracy and truthfulness of which we shall assume
and rely upon without investigation.
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In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations, pertinent judicial authorities, interpretive rulings of the
Internal Revenue Service and such other authorities as we have considered
relevant.
Based upon and subject to the foregoing, provided that the merger of
HBI with and into FFB qualifies as a statutory merger under applicable state
law, and assuming that (i) after the transaction, FFB, as successor of HBI, will
hold substantially all of the HBI assets, and that (ii) in the transaction, the
HBI shareholders will exchange an amount of stock constituting majority control
of HBI solely for FFB Common Stock, we are of the opinion that the Merger will,
under current law, constitute a reorganization within the meaning of Section
368(a)(1)(A) of the Code and that HBI and FFB will each be a party to the
reorganization within the meaning of Section 368(b) of the Code. As a
reorganization under Section 368(a)(1)(A) of the Code, the Merger will have the
following federal income tax consequences for HBI shareholders, HBI, and FFB:
1. No gain or loss will be recognized by HBI shareholders who
exchange all of their HBI Common Stock for FFB Common Stock
pursuant to the Merger, except to the extent of gain or loss
attributable to any cash received in lieu of receipt of a
fractional share of FFB Common Stock.
2. The basis of FFB Common Stock (including deemed fractional
share interests) received by HBI shareholders who exchange all
of their HBI Common Stock for FFB Common Stock will be the
same as the basis of the HBI Common Stock surrendered in
exchange therefor.
3. The holding period of the FFB Common Stock received by the HBI
shareholders (including deemed fractional share interests) who
exchange all of their HBI Common Stock for FFB Common Stock
will include the period during which the HBI Common Stock was
held, provided the HBI Common Stock was held as a capital
asset on the date of the exchange.
4. Where a cash payment is received by an HBI shareholder in lieu
of fractional shares of FFB Common Stock, the cash payment
will be treated as a distribution in redemption of the deemed
fractional share interest by FFB, subject to the provisions
and limitations of Section 302 of the Code. Where such
exchange qualifies under Section 302(a) of the Code, such
shareholder will recognize a capital gain or loss provided
that the HBI Common Stock was held as a capital asset on the
date of the Merger.
5. Any HBI shareholder who perfects dissenter's rights and
receives solely cash in exchange for such shareholder's HBI
Common Stock shall be treated as having received such cash as
a distribution in redemption of the HBI Common Stock subject
to the provisions and limitations of Section 302 of the Code.
If, as a result of such distribution, such HBI shareholder
owns no FFB Common Stock, either directly or through the
application of the constructive ownership rules of Section
318(a) of the Code, the redemption will be a complete
termination of
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interest within the meaning of Section 302(b)(3) of the Code
and the cash will be treated as a distribution in full payment
and exchange for the HBI Common 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 HBI shareholder in an
amount equal to the difference between the redemption price
and the adjusted basis of the HBI Common Stock surrendered in
exchange therefor.
6. No gain or loss will be recognized by HBI or FFB in connection
with the transaction.
7. The basis of the assets of HBI acquired by FFB in the Merger
will be the same as the basis of such assets in the hands of
HBI immediately prior to the Merger.
The opinions expressed herein represent our conclusions as to the
application of existing federal income tax law to the facts as presented to us,
and we give no assurance that changes in such law or any interpretation thereof
will not affect the opinions expressed by us. Moreover, there can be no
assurance that these opinions will not be challenged by the Internal Revenue
Service or that a court considering the issues will not hold contrary to such
opinions. We express no opinion on the treatment of this transaction under the
income tax laws of any state or other taxing jurisdictions. We assume no
obligation to advise of any changes concerning the above, whether or not deemed
material, which may hereafter come or be brought to our attention.
Except as set forth above, we express no opinion as to the tax
consequences to any party, whether federal, state, local or foreign, of the
Merger or of any transactions related to the Merger or contemplated by the
Merger Agreement. This opinion is addressed to you and is being furnished to you
solely for your use in connection with the transaction that is the subject of
the Merger Agreement. We assume no professional responsibility to any other
person or entity. Accordingly, the opinions expressed herein are not to be
utilized or quoted by, delivered or disclosed to, in whole or in part, any other
person, corporation, entity or governmental authority, or for any other purpose,
without the prior written consent of this Firm. We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
FROST & JACOBS LLP
By:
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