EX-8.(A) 5 dex8a.txt OPINION AND CONSENT OF GODFREY & KAHN, S.C. Exhibit 8(a) Godfrey & Kahn, S.C. 780 North Water Street Milwaukee, WI 53202-3590 www.gklaw.com Phone: 414-273-3500 Fax: 414-273-5198 January 8, 2002 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 Richfield State Agency, Inc., a Minnesota corporation ("Richfield State Agency"), with and into M&I, pursuant to the Agreement and Plan of Merger, dated as of November 18, 2001, by and between M&I and Richfield State Agency as described in the proxy statement of Richfield State Agency and prospectus of M&I dated January 8, 2002 (the "Proxy Statement/Prospectus") which is part of the registration statement on Form S-4, dated January 8, 2002 (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. 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.