September 20, 2000 First Banks, Inc. 135 North Meramec St. Louis, Missouri 63105 First Preferred Capital Trust II 135 North Meramec St. Louis, Missouri 63105 Re: First Preferred Capital Trust II, ___% Cumulative Trust Preferred Securities Ladies and Gentlemen: We have acted as federal income tax counsel for First Banks, Inc., a Missouri corporation (the "Company"), and First Preferred Capital Trust II, a statutory business trust created under the laws of Delaware (the "Trust"), in connection with the proposed issuance of: (i) __% Cumulative Trust Preferred Securities of the Trust (the "Preferred Securities") pursuant to the terms of the Amended and Restated Trust Agreement between the Company and the trustees named therein (the "Trust Agreement"); (ii) subordinated debentures of the Company (the "Subordinated Debentures") pursuant to the terms of an indenture from the Company to State Street Bank and Trust Company as Trustee (the "Indenture"); and (iii) the Preferred Securities Guarantee Agreement of the Company with respect to the Preferred Securities (the "Guarantee") between the Company and State Street Bank and Trust Company as Guarantee Trustee. The Preferred Securities and the Subordinated Debentures are to be issued as contemplated by the registration statement on Form S-2 dated September 20, 2000 (the "Registration Statement") to be filed by the Company and the Trust to register the issuances of the Preferred Securities, the Subordinated Debentures and the Guarantee under the Securities Act of 1933, as amended. In connection with our engagement, we have participated in the preparation of the discussion set forth under the caption "Federal Income Tax Consequences" in the Registration Statement. Except as otherwise indicated, defined terms used herein have the meanings given to them in the Registration Statement. In rendering this opinion we have examined such documents, records and other instruments as we have deemed necessary or appropriate, including, without limitation: (i) the Registration Statement; (ii) the form of Indenture attached as an exhibit to the Registration Statement; (iii) the form of the Subordinated Debentures attached as an exhibit to the Registration Statement; (iv) the form of Original Trust Agreement, attached as an exhibit to the Registration Statement; (v) the form of Amended and Restated Trust Agreement, attached as an exhibit to the First Banks, Inc. First Preferred Capital Trust II September 20, 2000 Page 2 Registration Statement; (vi) the form of Guarantee attached as an exhibit to the Registration Statement; and (vii) the form of Preferred Security Certificate attached as an exhibit to the Registration Statement (collectively the "Documents"). Our opinion is premised and conditioned on the accuracy of the facts contained in the Documents, the correctness of all representations made in the Documents, the assumption that the final Documents will be substantially identical to the forms of the Documents attached as exhibits to the Registration Statement, the assumption that the transactions contemplated by the Documents will be consummated in the manner described in the Documents, and the assumption that there will be full compliance with all of the terms of the final Documents. In particular, and without limiting the scope of the preceding sentence, we have assumed for purposes of our opinion that the trustees will conduct the affairs of the Trust in accordance with the Trust Agreement. In rendering this opinion, we have also relied, without independent investigation or verification, upon the initial and continuing accuracy of the following certifications on behalf of the Company or the Trust, the initial and continuing accuracy of which constitute an integral basis for the opinions expressed herein: 1. The Company and the Trust intend to create a debtor-creditor relationship between the Company, as debtor, and the Trust as creditor, upon the issuance of the Subordinated Debentures to the Trust by the Company, and the Company and the Trust will: (i) record and at all times continue to reflect the Subordinated Debentures as indebtedness of the Company on their respective separate books and records for financial accounting purposes; and (ii) treat the Subordinated Debentures as indebtedness of the Company for all United States federal income tax purposes. 2. The sole assets of the Trust will be the Subordinated Debentures. 3. The Company has no present intent to exercise its right to defer payments of interest by extending the interest payment period on the Subordinated Debentures. 4. The Company believes that the likelihood that it would exercise its right to defer payments of interest by extending the interest payment period on the Subordinated Debentures is remote because of the resulting (i) restrictions that would be imposed on the Company's ability to pay dividends on its outstanding equity and its ability to make payments on its outstanding debt securities that rank pari passu or junior to the Subordinated Debentures, and (ii) adverse effect on the Company's cost of, and ability to raise, capital in the future. 5. The Company expects that it will be able to cause its wholly-owned subsidiaries First Banks, Inc. First Preferred Capital Trust II September 20, 2000 Page 3 to pay dividends to the Company in amounts and at times sufficient to enable the Company to make timely payments of interest and principal on the Subordinated Debentures. 6. The Company has and expects to continue to have material amounts of trade accounts payable. 7. There has been no material payment default by the Company with respect to any of its currently or previously outstanding debt. Accordingly, subject to the assumptions, qualifications, and conditions set forth therein and in this opinion: the legal conclusions within the discussion set forth under the caption "Federal Income Tax Consequences" in the Registration Statement constitute the opinion of this firm with respect to the United States federal income tax matters specifically addressed therein. This opinion is based on the Internal Revenue Code of 1986, as amended, United States Treasury regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as in existence and in effect on the date hereof and all of which are subject to change, possibly on a retroactive basis. Any such changes could have a material impact upon the conclusions reached herein. Our opinion is not binding on the Internal Revenue Service ("IRS") or the courts. The authorities on which this opinion is based are subject to various interpretations and there is no clear legal precedent dealing with the federal income tax characterization of securities similar to the Subordinated Debentures and the Preferred Securities. The IRS has issued a Notice (Notice 94-47, 1994-1 C.B. 357) indicating that it intends to closely scrutinize securities similar to those contemplated to be issued in the transactions here in question. Accordingly, there can be no assurance that the IRS will not challenge the opinions expressed herein or that a court would not sustain such a challenge. We specifically note that we are rendering no opinion as to the state, local or foreign tax consequences associated with the Trust, the Subordinated Debentures or the Preferred Securities nor do we render any opinion as to any United States federal income tax consequences related thereto except as expressly addressed herein. Additionally, we undertake no obligation to update this opinion in the event there is (i) a change in the legal authorities, the facts (including the taking of any action by any party to any of the transactions described in the Documents relating to such transactions) or the Documents on which this opinion is based, or (ii) any inaccuracy in any of the representations or warranties upon which we have relied in rendering this opinion. First Banks, Inc. First Preferred Capital Trust II September 20, 2000 Page 4 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the use of our name under the headings "Federal Income Tax Consequences" and "Legal Matters" in the Registration Statement. Sincerely, Jackson Walker L.L.P. /s/ Jackson Walker L.L.P.