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EXHIBIT 8
[ULMER & BERNE LLP LETTERHEAD]
April 14, 1999
Maple Leaf Financial, Inc. GLB Bancorp, Inc.
10800 Kinsman Road 7001 Center Street
Newbury, OH 44065-9744 Mentor, OH 44060
Re: Tax Opinion - Agreement of Affiliation and Plan of
Merger of November 24, 1998, amended as of December
29, 1998 by and between Maple Leaf Financial, Inc.
and GLB Bancorp, Inc.
Ladies and Gentlemen:
We have acted as counsel to Maple Leaf Financial, Inc., an Ohio
for-profit corporation ("Maple Leaf"), in connection with the proposed
acquisition by GLB Bancorp, Inc. ("GLB") of all of the stock and warrants
outstanding of Maple Leaf (the "Acquisition") in the series of transactions
which are collectively set out in the Agreement of Affiliation and Plan of
Merger of November 24, 1998, amended as of December 29, 1998 (which such
documents are hereinafter collectively referred to as the "Agreement") and are
more fully described in the Proxy Statement (the "Proxy Statement"), including
attachments thereto, reviewed by us this date and to be mailed to the
shareholders of Maple Leaf on or about April 19, 1999 in connection with a
special meeting of shareholders to be held on May 12, 1999 to consider and act
upon the Acquisition. This opinion is rendered pursuant to Section 6.1(g) of the
Agreement. All capitalized terms, unless otherwise specified, have the meanings
assigned to them in the Proxy Statement.
Our opinion is based upon the provisions of the Internal Revenue Code
of 1986, as amended to the date hereof (the "Code"); the applicable regulations
promulgated or proposed by the Treasury Department thereunder; current positions
of the Internal Revenue Service contained in officially published rulings and
procedures; and existing judicial decisions, all of which are subject to change,
modification or challenge at any time, and such other authorities as we have
considered relevant. No assurance can be given that legislative or
administrative changes or court decisions will not be forthcoming which would
significantly modify the statements and opinions expressed herein.
Our opinion is based upon our review and reliance on (a) the Agreement;
(b) the Proxy Statement; (c) the Form S-4 Registration Statement of GLB filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Form S-4"), and the proposed Amendment No. 1 thereto; (d) certain
representations and covenants of Maple Leaf; (e) certain representations and
covenants of GLB; and (f) such other documents as we have deemed necessary or
appropriate in order to enable us to render the opinions below.
Our opinion is based upon the following assumptions: (a) there is a
business purpose for the Acquisition; (b) all documents which have been given to
us by Maple Leaf or GLB for our review conform or will conform to the original
and final documents executed and delivered, and, except with respect to the
December 29, 1998 amendment and/or as otherwise indicated herein, each such
original and final document has not been and will not be subsequently amended or
modified; (c) all signatures on such documents are genuine; (d) all such
documents have been properly executed and delivered and each signatory was
legally empowered to execute each and every document executed by that signatory;
(e) the Agreement will be consummated in
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accordance with its terms, as described in the Proxy Statement; (f) all
requirements pursuant to state law to effect the merger of the transitory
subsidiary with and into Maple Leaf will be satisfied; (g) the consideration for
the Acquisition is deemed adequate, reasonable and approximately equal to the
fair market value of the consideration exchanged therefor; (h) the consideration
for the Acquisition reflects the result of arm's-length negotiations between
unrelated parties, (i) all necessary pre- and post-conditions set forth in the
Agreement have been or will be satisfied or waived; and (j) all shareholders of
Maple Leaf are free to assert their dissenter's rights pursuant to Ohio law.
Based upon and subject to the foregoing and other qualifications
hereinafter set forth, the creation by GLB of a transitory subsidiary and the
subsequent combination of that transitory subsidiary with and into Maple Leaf
should constitute a merger of two domestic corporations under section 1701.78 of
the Ohio Revised Code; however, since the consideration will be composed
primarily of cash, the merger will not qualify as a tax-free reorganization
pursuant to the Code. The transactions should result in a reverse subsidiary
cash merger, with the existence of the transitory subsidiary disregarded for
federal tax purposes. Further, so long as no election is made or deemed made
under Code Section 338, under current federal tax law, the series of
transactions should be collectively treated as a purchase by GLB of the stock
and warrants outstanding of Maple Leaf for cash and stock. Following the
consummation of the series of transactions, we understand that GLB will own all
of the stock of Maple Leaf; the shareholders of Maple Leaf will receive stock of
GLB and primarily cash in exchange for their stock in Maple Leaf; and the
warrantholders of Maple Leaf will receive stock of GLB and primarily cash in
exchange for their warrants. The shareholders of Maple Leaf will have such
dissenter's rights as are authorized by Ohio law.
As a consequence, for tax purposes, GLB will be treated as a purchaser
of the stock and warrants outstanding of Maple Leaf; Maple Leaf will be treated
as the target company; and the shareholders and warrantholders of Maple Leaf
will be treated as sellers of their stock and warrants. So long as no election
is made or deemed made under Code Section 338, the series of transactions
described above resulting in the Acquisition, will, in our opinion, have the
following income tax consequences for GLB, Maple Leaf, the Maple Leaf
shareholders who "sell" their stock and the Maple Leaf warrantholders who "sell"
their warrants:
1. The Acquisition will be treated for federal income tax purposes as a
taxable purchase by GLB of the stock and warrants of Maple Leaf from the
Maple Leaf shareholders and warrantholders.
2. Each Maple Leaf shareholder and warrantholder will recognize gain or
loss as a result of the Acquisition, measured by the amount of cash and
fair market value of the GLB common stock received less the basis in the
Maple Leaf shares and warrants. This gain or loss will be capital gain or
loss if the Maple Leaf shares or warrants were held by the holder thereof
as a capital asset at the time of the Acquisition. Such capital gain or
loss will constitute long-term capital gain or loss if the holding period
of such shareholder or warrantholder for his or her Maple Leaf shares or
warrants exceeds one year at the time of the Acquisition.
3. Since the Acquisition will be treated for federal income tax
purposes as a purchase and sale transaction between GLB as purchaser and
the shareholders and warrantholders of Maple Leaf as sellers, neither Maple
Leaf nor GLB will recognize gain or loss as a result of the Acquisition,
despite their participation in the transaction under state merger law.
4. Cash received by those Maple Leaf shareholders, if any, who exercise
dissenter's rights will be treated as a distribution in redemption of the
shares surrendered upon exercise of dissenter's rights, which may result in
realization by the dissenting shareholders of capital gain or loss or
ordinary income, depending upon each dissenting shareholder's particular
situation.
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Neither GLB nor Maple Leaf has requested, nor will either request, a
ruling from the Internal Revenue Service with respect to any of the issues
addressed above, and there is no assurance that favorable rulings would be
issued if requested. This opinion represents only our best judgment and has no
binding effect or official status of any kind.
The foregoing opinion is limited to the matters specifically addressed
herein, and no opinion is rendered except to the extent expressly stated herein.
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 Acquisition or of
any transactions related to the Acquisition or contemplated by the Agreement. We
express no opinion as to the accounting treatment of the Acquisition.
This opinion is rendered as of the date hereof and changes in matters
of fact or law could change the opinion expressed herein. We assume no
responsibility or obligation to withdraw, update or revise this opinion or to
notify any party if, at any time hereafter, there is a legal or factual change
or if anything comes to our attention bearing upon the accuracy or completeness
of any assumption which in any manner affects any aspect of this opinion.
This opinion is being furnished to you solely in connection with the
Acquisition for the benefit of Maple Leaf and GLB and may not be used or relied
upon for any other purpose. Except for references to this opinion in the Proxy
Statement and in the Form S-4, this opinion may not be circulated, quoted or
otherwise referred to for any other purpose without our express written consent.
We hereby consent to the use of this opinion as an exhibit to GLB's
Registration Statement on Form S- 4 (and any amendment thereto) and to the use
of our Firm's name under the caption "Legal Matters" in the Prospectus/Proxy
Statement included within the Form S-4 Registration Statement.
Very truly yours,
/s/ ULMER & BERNE LLP