EXHIBIT 8
[Thompson Hine & Flory P.L.L. letterhead]
June 12, 1996
Fidelity Financial of Ohio, Inc.
4555 Montgomery Road
Cincinnati, Ohio 45212
Circle Financial Corporation
11100 Reading Road
Sharonville, Ohio 45241
Ladies and Gentlemen:
This letter is in response to your request for our opinion with respect
to certain Federal income tax consequences of the proposed merger of Circle
Financial Corporation ("Circle") with and into Fidelity Acquisition Corporation
("Acquisition Corporation"), a wholly-owned subsidiary of Fidelity Financial of
Ohio, Inc. ("Fidelity"), (the "Merger"), pursuant to the Amended and Restated
Agreement of Merger dated as of June 13, 1996, by and among Circle, Fidelity,
and Acquisition Corporation (the "Agreement"). Unless otherwise specified, the
terms used herein are defined in the Registration Statement on Form S-4 to be
filed with the Securities and Exchange Commission on June 17, 1996 or the
Agreement. This opinion is effective as of the Effective Time of the Merger and
subject to the receipt of customary representations from Fidelity, Circle, and
certain of the shareholders of Circle as of the Effective Time of the Merger.
In connection with the proposed Merger, we understand the following:
(a) Pursuant to the laws of Ohio, Circle will merge with and into
Acquisition Corporation, which will be the surviving corporation;
(b) Pursuant to the Merger, all of the assets of Circle will be transferred
to Acquisition Corporation and Acquisition Corporation will assume all
of Circle's liabilities;
(c) At the Effective Time, all shares of Circle Common Stock owned by
Circle (including treasury shares) or Fidelity, or any of their
respective wholly-owned subsidiaries, will be cancelled;
Circle Financial Corporation
Fidelity Financial of Ohio, Inc.
June 12, 1996 Page 2
(d) At the Effective Time, each outstanding share of Circle Common Stock
will be converted, at the election of the holder, into a right to
receive the number of shares of Fidelity Common Stock determined
according to the Exchange Ratio or a cash amount equal to $38.00 per
share;
(e) At the Effective Time, each holder of Circle Common Stock who otherwise
would have been entitled to a fraction of a Fidelity Common Share will
receive in lieu thereof a right to receive cash (without interest)
equal to such fraction multiplied by the Average Acquiror Share Price;
(f) As soon as practicable after the Effective Time, the exchange agent
will distribute shares of Fidelity Common Stock and/or cash to holders
of Circle Common Stock; and
(g) Acquisition Corporation will continue to conduct the historic business
of Circle or use a significant portion of Circle's historic business
assets in a business within the meaning of Treasury Regulation ss.
1.368-1(d).
This opinion is expressly contingent upon satisfaction of the
continuity of interest requirement of the Treasury Regulations Section
1.368-1(b) ("Treasury Regulations"). The management of Circle and certain of the
shareholders of Circle have advised us that there is no plan or intention by
shareholders of Circle who own 5 percent or more of its stock and to the best of
their knowledge there is no plan or intention on the part of the remaining
Circle shareholders, in each case, to sell, exchange or otherwise dispose of the
shares of Fidelity Common Stock received in the Merger that would result in
failure to satisfy the continuity of interest requirement as prescribed in the
Treasury Regulations and the Internal Revenue Service guidelines as set forth in
Revenue Procedure 77-37 and Revenue Procedure 86-42, as modified to the date
hereof.
In connection herewith, we have examined the Agreement, the
Registration Statement on Form S-4 filed by Fidelity with the Securities and
Exchange Commission (which contains a Prospectus/Joint Proxy Statement) and such
other information as we have deemed relevant. As to questions of fact material
to the opinions herein, we have relied upon representations of Fidelity, Circle
and certain of the shareholders of Circle set forth in letters certified by
their respective officers or such shareholders. On the basis of the foregoing
and subject to the conditions, qualifications and limitations set forth herein,
we are of the opinion that for Federal income tax purposes:
(a) The Merger will constitute a reorganization within the meaning of
Section 368 (a)(1)(A) and Section 368(a)(2)(D) of the Internal Revenue
Code 1986, as amended (the "Code"), and Fidelity, Acquisition
Corporation and Circle will each be a party to the reorganization;
Circle Financial Corporation
Fidelity Financial of Ohio, Inc.
June 12, 1996
Page 3
(b) Fidelity, Acquisition Corporation and Circle will recognize no gain or
loss as a result of the Merger;
(c) No gain or loss will be recognized by a shareholder of Circle upon the
exchange of shares of Circle Common Stock solely for shares of Fidelity
Common Stock except for any gain recognized with respect to cash
received by a shareholder of Circle in lieu of fractional shares of
Fidelity Common Stock;
(d) Any shareholder of Circle who receives cash in exchange for their
shares of Circle Common Stock will recognize gain, if any, equal to the
lesser of (i) the excess of the amount of cash plus the fair market
value of any Fidelity Common Stock received in the Merger over the
shareholder's adjusted tax basis in their Circle Common Stock, or (ii)
the amount of cash received.
(e) The adjusted tax basis of the Fidelity Common Stock received by
shareholders of Circle who exchange all of their Circle Common Stock
solely for Fidelity Common Stock in the Merger will be the same as the
adjusted tax basis of the shares of Circle Common Stock surrendered in
exchange therefor, decreased by any amount allocable to a fractional
share interest for which cash is received;
(f) The holding period of the Fidelity Common Stock received by
shareholders of Circle who exchange all of their Circle Common Stock
solely for Fidelity Common Stock in the Merger will include the holding
period of the shares of Circle Common Stock surrendered in exchange
therefor, provided that such Circle Common Stock is held as a capital
asset by the Circle shareholder at the consummation of the Merger; and
(g) A shareholder of Circle who receives cash in lieu of a fractional
interest in Fidelity Common Stock will be treated as if a fractional
share were distributed as part of the Merger exchange, immediately
redeemed, and then as having received a cash distribution in full
payment of the stock thus redeemed as provided in Section 302 of the
Code.
This opinion does not relate to or purport to cover any matters others
than the ones expressly stated herein. The opinion expressed herein is limited
to the consequences of the Merger under current federal income tax law as of the
date of this opinion letter. No opinion is expressed with respect to state,
local or other tax laws, nor with respect to the treatment of shares received as
a result of the exercise of employee stock options. We assume no obligation to
revise or supplement this opinion should the present federal income tax laws be
changed by any legislation, judicial decisions, or otherwise.
We hereby consent to the reference to us under the caption "The Merger
- - Certain Federal Income Tax Consequences" in the Prospectus/Joint Proxy
Statement forming a part
Circle Financial Corporation
Fidelity Financial of Ohio, Inc.
June 12, 1996
Page 4
of the Registration Statement and to the filing of a copy of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
Thompson Hine & Flory P.L.L.