EX-8.3 6 dex83.txt EXHIBIT 8.3 Exhibit 8.3 Alston & Bird LLP One Atlantic Center 1201 West Peachtree Street Atlanta, Georgia 30309-3424 404-881-7000 Fax: 404-881-4777 www.alston.com May 17, 2001 CharterBank 600 Third Avenue West Point, Georgia 31833 Re: Amended Plan of Reorganization From Mutual Savings Association to Mutual Holding Company and Stock Issuance - Alabama Tax Matters Ladies and Gentlemen: We have acted as special Alabama tax counsel to CharterBank (the "Bank"), a mutual savings association located in West Point, Georgia, in connection with the transactions contemplated by the Amended Plan of Reorganization From Mutual Savings Association to Mutual Holding Company and Stock Issuance, adopted by the Board of Directors of the Bank on March 8, 2001 (the "Plan"). Pursuant to the Plan, the Bank will reorganize from a mutual savings association to a mutual holding company structure (the "Reorganization"), to be effected as follows: (i) the Bank will establish a federal corporation ("Holding Company") as its wholly- owned subsidiary; (ii) Holding Company will establish a federally chartered stock savings bank ("New Stock Bank") as its wholly-owned subsidiary; (iii) the Bank will exchange its charter for a federal mutual holding company charter to become First Charter, MHC ("MHC"); (iv) immediately following step (iii), MHC will transfer all of its assets and liabilities (excluding some cash and stock), to Holding Company in exchange solely for common stock of Holding Company and the assumption by the Holding Company of the liabilities of MHC; (v) immediately following step (iv), Holding Company will transfer all of its assets and liabilities, including all of the assets and liabilities transferred to Holding Company pursuant to step (iv) but excluding some stock, to New Stock Bank in exchange solely for common stock of New Stock Bank and the assumption by New Stock Bank of the liabilities of the Holding Company; and (vi) immediately following step (v), or as soon as practicable thereafter, Holding Company will sell up to 20% of its authorized common stock in one or more Minority Share Offerings. Pursuant to Section 5(F) of the Plan, you have requested our opinion as to the Alabama tax consequences of the Plan to the parties to the Reorganization. Bank of America Plaza 90 Park Avenue 3605 Glenwood Avenue 601 Pennsylvania Avenue, N.W. 101 South Tryon Street, Suite 4000 New York, NY 10016 Suite 310 North Building, 11th Floor Charlotte, NC 28280-4000 212-210-9400 Raleigh, NC 27612-4957 Washington, DC 20004-2601 704-444-1000 Fax: 212-210-9444 919-420-2200 202-756-3300 Fax: 704-444-1111 Fax: 919-420-2260 Fax: 202-756-3333
CharterBank May 17, 2001 Page 2 For purposes of rendering this opinion, we have examined the Plan and have also relied, with your consent and without independent verification, upon the statements and opinions provided in the opinion letter of Thacher Proffitt & Wood rendered on DATE (the "Federal Opinion"). In addition, we have assumed, with your consent and without independent verification, that the Bank, MHC, the Holding Company, and New Stock Bank each do (or will do) business both within and without the state of Alabama. As the basis for rendering this opinion, we have examined the applicable statutory provisions of the Alabama Corporate Income, Sales and Use, Recordation, Ad Valorem, Business Privilege, and Financial Institution Excise Taxes, regulations promulgated thereunder by the Alabama Department of Revenue (the "Department"), rulings issued by the Department, pertinent judicial authorities, and other relevant authorities, which are subject to change, and which changes could apply retroactively. In addition, our opinion is not binding upon the courts or the Department, and there can be no assurance that positions contrary to those stated in our opinion would not be taken by the Department or that any such contrary position would not be sustained by the courts. Based on the foregoing, we are of the opinion that: (1) The treatment of the transactions contemplated by the Plan under the Alabama income tax and Alabama financial institution excise tax (as the case may be) will conform to and be consistent with the federal income tax treatment as described in the Federal Opinion. In particular, (i) no gain or loss will be recognized by any of the Bank, Holding Company, New Stock Bank, and MHC as a result of the Reorganization, and (ii) no gain or loss will be recognized by any Member (as defined in the Plan) as a result of the Reorganization. (2) The Reorganization will not be subject to Alabama sales or use tax because any transfers of tangible personal property contemplated by the Plan will qualify as exempt casual or isolated sales. See Ala. --- Reg. (S) 810-6-1-.33. (3) To the extent any real estate (or any interest therein) is transferred by MHC to the Holding Company, or by the Holding Company to New Stock Bank, such transfers shall be subject to the recordation tax upon recording the deed or other instrument of transfer. See Ala. Code (S) --- 40-22-1 et seq. The recordation tax is imposed at a rate of $0.50 on the first $500 of value and $0.50 for each additional $500 or fraction thereof. Ala Code (S) 40-22-1. (4) The Reorganization will have no legal consequences on the imposition of ad valorem taxes, which are assessed based on fair market value. CharterBank May 17, 2001 Page 3 (5) Going forward, the Holding Company, New Stock Bank and MHC will each be subject to the business privilege tax. See Ala. Code (S) 40-14A-1 --- et seq. This opinion is limited to the matters expressly opined on herein, and no opinion may be implied or inferred beyond those expressly stated. This opinion is rendered as of the date hereof based on the law and facts in existence on the date hereof, and we do not undertake, and hereby disclaim, any obligation to advise you of any changes in law or facts, whether or not material, which may be brought to our attention at a later date. This opinion is being furnished to you solely for your benefit in connection with the consummation of the transactions contemplated by the Plan and is not to be used, circulated, quoted or otherwise referred to or relied upon for any purpose without our prior express written consent. Except as provided in this paragraph, this opinion is being furnished to you solely for your benefit in connection with the consummation of the transactions contemplated by the Plan and is not to be used, circulated, quoted or otherwise referred to or relied upon for any purpose without our prior express written consent. We consent to the filing of this opinion as an exhibit to the Form MHC-1 filed with the Office of Thrift Supervision in connection with the Reorganization, and to the Prospectus included in the Bank's Registration Statement on Form S-1 filed with the Securities and Exchange Commission in connection with the Reorganization (the "Prospectus") and to the references thereto under the headings "The Reorganization and The Offering - Tax Aspects" and "Legal and Tax Opinions." Very truly yours, ALSTON & BIRD LLP By: /s/ Michael T. Petrik ---------------------- Michael T. Petrik A Partner of the Firm