First Citizens Bancorporation Inc, et al. – ‘S-4’ on 7/31/98 – EX-8

As of:  Friday, 7/31/98   ·   Accession #:  950168-98-2457   ·   File #s:  333-60319, -01

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Fcb/Sc Capital Trusti S-4                            116±   492K 
 2: EX-3        Exhibit 3.1                                            4     18K 
 3: EX-4        Exhibit 4.1                                           96    295K 
 4: EX-4        Exhibit 4.2                                           22     87K 
 5: EX-4        Exhibit 4.3                                           89    352K 
 6: EX-4        Exhibit 4.4                                           28    109K 
 7: EX-4        Exhibit 4.5                                            5     17K 
 8: EX-4        Exhibit 4.6                                            7     32K 
 9: EX-5        Exhibit 5.1                                            4     18K 
10: EX-5        Exhibit 5.2                                            3     17K 
11: EX-8        Exhibit 8.1                                            2±    12K 
12: EX-12       Exhibit 12.1                                           2±    13K 
13: EX-23       Exhibit 23.1                                           1      9K 
14: EX-24       Exhibit 24.1                                           2     18K 
15: EX-25       Exhibit 25.1                                          19     67K 
16: EX-99       Exhibit 99.1                                          16     67K 
17: EX-99       Exhibit 99.2                                           5     18K 
18: EX-99       Exhibit 99.3                                          14     48K 

EX-8   —   Exhibit 8.1

[Letterhead of Hunton & Williams] 

 July 31, 1998

First Citizens Bancorporation of South Carolina, Inc.                           
1230 Main Street                                                                
Columbia, South Carolina  29202                                                 

FCB/SC CAPITAL TRUST I--EXCHANGE OFFER
CERTAIN FEDERAL INCOME TAX MATTERS

Ladies and Gentlemen:                                                           

    We have acted as special tax counsel to First Citizens Bancorporation of
South Carolina, Inc. (the "Company) and FCB/SC Capital Trust I (the "Issuer     
Trust") in connection with the preparation of a Registration Statement on Form  
S-4 (the "Registration Statement") for the registration under the Securities Act
of 1933, as amended (the "Act"), of (1) up to $50 million aggregate liquidation 
amount of the Issuer Trust's 8.25% Capital Securities (the "New Capital         
Securities"), (2) up to $50 million aggregate principal amount of the Company's 
8.25% Junior Subordinated Deferrable Interest Debentures due March 15, 2028 (the
"New Debentures"), and (3) the Company's related Guarantee of Capital Securities
(the "New Guarantee"). The New Capital Securities, the New Debentures, and the  
New Guarantee are to be issued in order to effect the exchange of New Capital   
Securities for a like liquidation amount of the Issuer Trust's outstanding 8.25%
Capital Securities.                                                             

    We have reviewed copies of (1) the Registration Statement, including the
prospectus included therein (the "Prospectus"), and (2) such other documents as 
we have considered necessary or appropriate as a basis for the opinion set forth
below. We have also relied upon, and assumed the accuracy of, certain written   
representations made to us by the Company. 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, and (iii) that each such final version (when executed) is valid 
and enforceable in accordance with its terms.                                   

   Based on the foregoing, we confirm that the statements of law and legal
conclusions contained in the Prospectus under the caption "Certain Federal      
Income Tax Consequences" constitute our opinion, subject to the assumptions,    
conditions, and limitations described therein, and that the discussion          
thereunder does not omit any material provision with respect to the matters     
covered.                                                                        

Our representation of the Company in connection with the New Capital
Securities is limited solely to that of special tax counsel and, except for our 
opinion as to certain federal income tax matters as set forth in the preceding  
paragraph, we express no opinion on any tax or other legal matter. This opinion 
is solely for your benefit and may not be distributed to or relied upon by any  
other person without our prior written consent. We do not undertake to advise   
you of any changes in our opinion expressed herein (or under the caption        
"Certain Federal Income Tax Consequences" in the Prospectus) resulting from     
matters that might hereafter arise or be brought to our attention.              

      We consent to the filing of this opinion as an exhibit to the Registration
Statement. We also consent to the references to Hunton & Williams under the     
captions "Certain Federal Income Tax Consequences" and "Legal Matters" in the   
Prospectus. In giving this consent, we do not admit that we are in the category 
of persons whose consent is required by Section 7 of the Act or the rules and   
regulations promulgated thereunder by the Securities and Exchange Commission.   

               Very truly yours,

                   /s/ Hunton & Williams

Dates Referenced Herein

This ‘S-4’ Filing		Date		Other Filings
		3/15/28		None on these Dates
Filed on:		7/31/98
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