EXHIBIT 8.1
The Atlantic Building
950 F Street, NW
Goldman, Sachs and Co.
Morgan Keegan & Company, Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Credit Suisse Securities (USA) LLC
JPMorgan Securities Inc.
UBS Securities LLC
Guzman & Co.
c/o Goldman, Sachs and Co.
85 Broad Street
New York,
NY 10004
Ladies and Gentlemen:
We have acted as special tax counsel to Regions Financial Corporation (
“Regions”) and Regions
Financing Trust II in connection with the issuance of 6.625% Junior Subordinated Notes due 2077 by
Regions, the issuance of 6.625% Trust Preferred Securities by Regions Financing Trust II and the
filing of two registration statements on Form S-3 (File Nos.
333-124337 and
333-126797)
(collectively, the
“Registration Statement”) by them under the Securities Act of 1933, as amended.
The Junior Subordinated Notes will be issued pursuant to the
Indenture for Subordinated Debt
Securities dated as of
May 15, 2002 between Regions and Deutsche Bank Trust Company Americas, as
indenture trustee, as supplemented by the Second Supplemental
Indenture dated as of
April 27, 2007,
between Regions and Deutsche Bank Trust Company Americas, as
indenture trustee. The Trust
Preferred Securities will be issued pursuant to the Amended and Restated Declaration of Trust of
Regions Financing Trust II dated as of
April 27, 2007 as offered for sale to investors pursuant to
the base prospectus dated
August 3, 2005, as supplemented by the prospectus supplement dated
April
24, 2007 (the
“Prospectus”). Capitalized terms herein used and not otherwise defined shall have the
meanings set forth in the
Underwriting Agreement, dated
April 24, 2007.
Page 2
We have reviewed copies of (1) the Prospectus and (2) such other documents as we have deemed
necessary or appropriate as a basis for the opinion set forth below. We have further assumed (i)
that all documents submitted to us as originals are authentic, (ii) with respect to all documents
supplied to us as drafts, that the final, executed versions of such documents are identical in all
material respects to the versions most recently supplied to us, (iii) that each such final version
(when executed) is valid and enforceable in accordance with its terms, and (iv) that the Trust
Preferred Securities will be sold at the offering price stated on the cover of the Prospectus.
Based on the foregoing, we are of the opinion that, (i) the Junior Subordinated Notes to be
held by Regions Financing Trust II will be classified for United States federal income tax
purposes as indebtedness of Regions (although the matter is not free from doubt); (ii) Regions
Financing Trust II will be classified for United States federal income tax purposes as a grantor
trust and will not be subject to tax as a partnership or an association taxable as a corporation;
and (iii) the discussion under the heading “Certain United States Federal Income Tax
Consequences” in the Prospectus constitutes an accurate summary of the matters set forth therein
in all material respects. In rendering this tax opinion, we have considered the current
provisions of the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated
thereunder, judicial decisions and Internal Revenue Service rulings, all of which are subject to
change, which changes may be retroactively applied. A change in the authorities upon which our
opinion is based could affect our conclusions. There can be no assurance, moreover, that any of
the opinions expressed herein will be accepted by the Internal Revenue Service, or, if
challenged, by a court.
We hereby consent to the filing of this opinion as an exhibit to Regions’ current report on
Form 8-K (which is deemed
incorporated by reference into the Registration Statement) and to the
references to this firm under the headings
“Certain United States Federal Income Tax
Consequences” and
“Validity of Securities” in the Registration Statement and Prospectus without
admitting that we are
“experts” within the meaning of the Securities Act of 1933, as amended, or
the rules and regulations of the Securities and Exchange Commission issued thereunder, with
respect to any part of the Registration Statement, including this exhibit. We do not undertake
to advise you of any changes in the opinions expressed herein or in the discussion under the
heading
“Certain United States Federal Income Tax Consequences” contained in the
Registration Statement resulting from matters that might hereafter arise or be brought to our
attention.
Sincerely,
Charles W. Wheeler
Partner
