EXHIBIT 8.1
BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
MICHAEL J. LEGAMARO
(312) 629-5181 Telephone (312) 984-3100
Voice Mail Ext. 4581 Facsimile (312) 984-3193
michael.legamaro@bfkpn.com
September 15,1999
Heartland Financial Capital Trust I
Heartland Financial USA, Inc.
1398 Central Avenue
Dubuque, Iowa 52001
RE: HEARTLAND FINANCIAL CAPITAL TRUST I
Ladies and Gentlemen:
We have acted as counsel to Heartland Financial USA, Inc., a Delaware
corporation (the "Company"), and to Heartland Financial Capital Trust I, a
Delaware business trust (the "Trust"), in connection with the registration
statement of the Company and the Trust on Form S-3 (as amended or supplemented,
the "Registration Statement"), of which a preliminary prospectus (the
"Prospectus") is a part, filed by the Company and the Trust with the United
States Securities and Exchange Commission under the Securities Act of 1933, as
amended. In that connection, we have participated in preparation of the section
set forth in the Prospectus entitled "Federal Income Tax Consequences."
For the purposes of rendering this opinion, we have reviewed and relied
upon the Registration Statement; the form of Amended and Restated Trust
Agreement for the Trust to be entered into among the Company, First Union Trust
Company, National Association, a national banking association ("First Union")
and certain administrative Trustees named therein, the form of Indenture to be
entered into between the Company and First Union (the "Indenture"); the
Certificate of Trust of the Trust, as filed with the office of the Secretary of
State of the State of Delaware on September 13, 1999; the Trust Agreement as
filed with the office of the Secretary of State of the State of Delaware on
September 13, 1999; and such other documents and instruments as we have deemed
necessary for the rendering of this opinion. In our examination of the relevant
documents, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies, the authenticity of such
copies and the accuracy and completeness of all corporate records made available
to us by the Company and by the Trust.
BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
Heartland Financial Capital Trust I
Heartland Financial USA, Inc.
September 15, 1999
Page 2
Based solely upon our review of such documents, and upon such
information as the Company has provided to us (which we have not attempted to
verify in any respect), we are of the opinion that, under current federal income
tax law:
1. The Trust will be classified as a grantor trust and not as an
association taxable as a corporation.
2. The Debentures (as defined in the Indenture) will be
classified as indebtedness of the Company, and the interest on the
Debentures will be deductible by the Company.
3. The statements set forth in the Prospectus under the caption
"Federal Income Tax Consequences" constitute a fair and accurate
summary of the matters addressed therein, based upon current law and
the assumptions stated therein.
Our opinion is limited to the federal income tax matters described
above and does not address any other federal income tax considerations or any
state, local, foreign, or other tax considerations. If any of the information
upon which we have relied is incorrect, or if changes in the relevant facts
occur after the date hereof, our opinion could be affected thereby.
Moreover, our opinion is based on the Internal Revenue Code of 1986,
as amended, applicable Treasury regulations promulgated thereunder, and
Internal Revenue Service rulings, procedures, and other pronouncements
published by the United States Internal Revenue Service. These authorities
are all subject to change, and such change may be made with retroactive
effect. We can give no assurance that, after such change, our opinion would
not be different. We undertake no responsibility to update or supplement our
opinion. This opinion is not binding upon the Internal Revenue Service, and
there can be no assurance, and none is hereby given, that the Internal
Revenue Service will not take a position contrary to one or more of the
positions reflected in the foregoing opinion, or that our opinion will be
upheld by the courts if challenged by the Internal Revenue Service.
BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
Heartland Financial Capital Trust I
Heartland Financial USA, Inc.
September 15, 1999
Page 3
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We also consent
to the use of our name in the Prospectus under the heading "Federal Income Tax
Consequences." In giving the foregoing consents, we do not thereby 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
Securities and Exchange Commission thereunder. This opinion is being furnished
to you solely for your benefit in connection with the transactions set forth
above. It may not be relied upon by, nor a copy of it delivered to any other
party, without our prior written consent. This opinion is based upon our
knowledge of the law and facts as of the date hereof, and we assume no duty to
communicate with you with respect to any matter that comes to our attention
hereafter.
Very truly yours,
/s/ Barack Ferrazzano Kirschbaum
Perlman & Nagelberg
BARACK FERRAZZANO KIRSCHBAUM
PERLMAN & NAGELBERG