EX-8.A 4 dex8a.txt OPINION AND CONSENT OF GODFREY & KAHN, S.C. Exhibit 8(a) GODFREY & KAHN, S.C. Attorneys at Law 780 North Water Street Milwaukee, Wisconsin 53202-3590 www.gklaw.com Phone: (414) 273-3500 Fax: (414) 273-5198 May 30, 2001 Marshall & Ilsley Corporation 770 North Water Street Milwaukee, Wisconsin 53202 RE: Federal Income Tax Consequences of Merger between Marshall & Ilsley Corporation and National City Bancorporation Ladies and Gentlemen: We have acted as counsel to Marshall & Ilsley Corporation, a Wisconsin corporation ("M&I") in connection with the planned merger of National City Bancorporation, an Iowa corporation ("National City"), with and into M&I, pursuant to the Agreement and Plan of Merger, dated as of April 30, 2001, by and between M&I and National City as described in the proxy statement of National City and prospectus of M&I dated May 30, 2001 (the "Proxy Statement/Prospectus") which is part of the registration statement on Form S-4, dated May 30, 2001 (the "Registration Statement") to which this opinion is attached as an exhibit. It is our opinion that the discussion set forth under the heading "THE MERGER - Material Federal Income Tax Consequences" in the Proxy Statement/Prospectus accurately describes our opinion regarding the qualification of the Merger as a reorganization and is a fair and accurate summary of the matters therein discussed, subject to the limitations therein contained. Marshall & Ilsley Corporation May 30, 2001 Page 2 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to us under the heading "THE MERGER" - Material Federal Income Tax Consequences" in the Proxy Statement/Prospectus. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933. Very truly yours, /s/ Godfrey & Kahn, S.C. GODFREY & KAHN, S.C.