Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 60 347K
Pursuant to a Transaction
2: EX-5.1 Opinion re: Legality 1 8K
3: EX-5.2 Opinion re: Legality 2 15K
4: EX-5.3 Opinion re: Legality 3 15K
5: EX-8.1 Opinion re: Tax Matters 2 11K
6: EX-12 Statement re: Computation of Ratios 1 7K
7: EX-23.3 Consent of Experts or Counsel 1 6K
EX-8.1 — Opinion re: Tax Matters
| EX-8.1 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 8.1
[letterhead of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.]
February 11, 1999
BankAtlantic Bancorp, Inc.
1750 East Sunrise Boulevard
Fort Lauderdale, FL 33304
Attention: Board of Directors
Gentlemen:
We have acted as counsel to BankAtlantic Bancorp, Inc., a Florida
corporation (the "Company"), and BBC Capital Trust I, a Delaware statutory
business trust ("BBC Capital"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement"), of which a
prospectus ("Prospectus") is a part, to be filed by the Company and BBC Capital
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, concerning certain previously registered 9% subordinated debentures due
2005 of the Company, 9 1/2% cumulative trust preferred securities of BBC
Capital, 9 1/2% junior subordinated debentures of the Company, and a guarantee
of the Company with respect to the trust preferred securities. The Registration
Statement relates to market making transactions by and through Ryan Beck & Co.,
Inc., an affiliate of the Company This opinion is furnished pursuant to the
requirements of Item 601(b) (8) of Regulation S-K.
For purposes of rendering this opinion, we have reviewed and relied
upon the Registration Statement and such other documents and instruments as we
deemed necessary for the rendering of this opinion. In our examination of
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 BBC Capital.
Based solely on 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), and reliance upon such documents and information, we hereby adopt and
incorporate by reference the opinion set forth in the Prospectus under the
caption "Certain Federal Income Tax Consequences."
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 on
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
BankAtlantic Bancorp, Inc.
February 11, 1999
Page2
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 on 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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name in the Prospectus
under the caption "Certain Federal Income Tax Consequences."
Very truly yours,
/s/ STEARNS, WEAVER, MILLER, WEISSLER
ALHADEFF & SITTERSON, P.A.
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000950170-99-000172 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Tue., Apr. 30, 3:58:45.2pm ET 
