-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FgnbBiPtBjlBFEnZzql1c2TYOyBoO0KGs4gstc3hPbQSL5S1yTrNU3geWdtCXqKh Dns3UI2GtwlP4J0cmvz9gQ== 0000950114-97-000030.txt : 19970131 0000950114-97-000030.hdr.sgml : 19970131 ACCESSION NUMBER: 0000950114-97-000030 CONFORMED SUBMISSION TYPE: S-2MEF PUBLIC DOCUMENT COUNT: 7 333-18369 FILED AS OF DATE: 19970130 EFFECTIVENESS DATE: 19970130 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANKS INC CENTRAL INDEX KEY: 0000710507 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 431175538 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-2MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-20691 FILM NUMBER: 97514019 BUSINESS ADDRESS: STREET 1: 135 N MERAMEC AVE CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148544600 MAIL ADDRESS: STREET 1: 135 N MERAMEC AVE CITY: ST LOUIS STATE: MO ZIP: 63105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST PREFERRED CAPITAL TRUST CENTRAL INDEX KEY: 0001029587 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 431765214 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-2MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-20691-01 FILM NUMBER: 97514020 BUSINESS ADDRESS: STREET 1: 135 NORTH MGRAMEC AVE CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148544600 MAIL ADDRESS: STREET 1: 135 NORTH MGRAMEC AVENUE CITY: ST LOUIS STATE: MO ZIP: 63105 S-2MEF 1 FIRST BANKS, INC. FORM S-2 UNDER RULE 462(B) 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1997 REGISTRATION NO. REGISTRATION NO. -01 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- FIRST BANKS, INC. FIRST PREFERRED CAPITAL TRUST (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS CHARTER) MISSOURI DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) 43-1175538 43-1765214 (I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
135 NORTH MERAMEC AVENUE, ST. LOUIS, MISSOURI 63105 (314) 854-4600 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S AND CO-REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE) --------------------- ALLEN H. BLAKE EXECUTIVE VICE PRESIDENT FIRST BANKS, INC. 11901 OLIVE BOULEVARD, ST. LOUIS, MISSOURI 63141 (314) 995-8700 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) --------------------- WITH COPIES TO: THOMAS C. ERB, ESQ. FREDERICK W. SCHERRER, ESQ. LEWIS, RICE & FINGERSH, L.C. BRYAN CAVE LLP 500 NORTH BROADWAY, SUITE 2000 211 NORTH BROADWAY, SUITE 3600 ST. LOUIS, MISSOURI 63102 ST. LOUIS, MISSOURI 63102-2750 (314) 444-7600 (314) 259-2000
--------------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / / If the registrant elects to deliver its latest annual report to security holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1) of this Form, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering. /X/ 333-18369 and 333-18369-01 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / CALCULATION OF ADDITIONAL REGISTRATION FEE ====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------------ Preferred Securities of First Preferred Capital Trust............................................. 50,000 $25.00 $1,250,000 $378.79 - ------------------------------------------------------------------------------------------------------------------------------------ Subordinated Debentures of First Banks, Inc..... -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Guarantee of First Banks, Inc., with respect to Preferred Securities.......................... -- -- -- ==================================================================================================================================== The Subordinated Debentures will be purchased by First Preferred Capital Trust with the proceeds of the sale of the Preferred Securities. Such securities may later be distributed for no additional consideration to the holders of the Preferred Securities of First Preferred Capital Trust upon its dissolution and the distribution of its assets. This Registration Statement is deemed to cover the Subordinated Debentures of First Banks, Inc., the rights of holders of Subordinated Debentures of First Banks, Inc. under the Indenture, and the rights of holders of the Preferred Securities under the Trust Agreement, the Guarantee and the Expense Agreement entered into by First Banks, Inc. No separate consideration will be received for the Guarantee.
=============================================================================== 2 INCORPORATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-2 (Reg. Nos. 333-18369 and 333-18369-01) filed by First Banks, Inc. and First Preferred Capital Trust with the Securities and Exchange Commission on December 20, 1996, as amended by a Pre-Effective Amendment filed with the Securities and Exchange Commission on January 27, 1997, including the exhibits thereto, and declared effective by the Securities and Exchange Commission on January 29, 1997, are incorporated herein by reference. 3 EXHIBITS
EXHIBIT NO. DOCUMENT DESCRIPTION - ----------- -------------------- 5.1 Opinion of Lewis, Rice & Fingersh, L.C. as to the validity of the issuance of the Subordinated Debentures. 5.2 Opinion of Richards, Layton & Finger, special Delaware counsel, as to the validity of the issuance of the Preferred Securities to be issued by First Preferred Capital Trust. 8.1 Opinion of Lewis, Rice & Fingersh, L.C. as to certain federal income tax matters. 16.1 Letter from Arthur Andersen LLP re change in certifying accountant. 23.1 Consents of KPMG Peat Marwick LLP, Independent Auditors. 23.2 Consent of Arthur Andersen LLP, Independent Auditors. 23.3 Consent of Lewis, Rice & Fingersh, L.C. (included in their opinions filed herewith as Exhibits 5.1 and 8.1). 23.4 Consent of Richards, Layton & Finger (included in their opinion filed herewith as Exhibit 5.2).
4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, First Banks certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri on January 30, 1997. FIRST BANKS, INC. By: /s/ JAMES F. DIERBERG ----------------------------------------- James F. Dierberg, Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of Securities Act of 1933, First Preferred Capital Trust certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-2 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, and the State of Missouri on January 30, 1997. FIRST PREFERRED CAPITAL TRUST By: /s/ JAMES F. DIERBERG ----------------------------------------- Trustee By: /s/ ALLEN H. BLAKE ----------------------------------------- Trustee By: /s/ LAURENCE J. BROST ----------------------------------------- Trustee 5 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ James F. Dierberg Chairman of the Board of Directors, January 30, 1997 - -------------------------------------- President and Chief Executive Officer James F. Dierberg (Principal Executive Officer) /s/ Allen H. Blake Executive Vice President, Chief January 30, 1997 - -------------------------------------- Financial Officer, Secretary and Allen H. Blake Director (Principal Financial Officer) /s/ Laurence J. Brost Vice President and Controller January 30, 1997 - -------------------------------------- (Principal Accounting Officer) Laurence J. Brost /s/ Donald Gunn, Jr. Director January 30, 1997 - -------------------------------------- Donald Gunn, Jr. /s/ George Markos Director January 30, 1997 - -------------------------------------- George Markos
6 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 5.1 Opinion of Lewis, Rice & Fingersh, L.C. as to the validity of the issuance of the Subordinated Debentures. 5.2 Opinion of Richards, Layton & Finger, special Delaware counsel, as to the validity of the issuance of the Preferred Securities to be issued by First Capital Trust. 8.1 Opinion of Lewis, Rice & Fingersh, L.C. as to certain federal income tax matters. 16.1 Letter from Arthur Andersen LLP re change in certifying accountant. 23.1 Consents of KPMG Peat Marwick LLP, Independent Auditors. 23.2 Consent of Arthur Andersen LLP, Independent Auditors. 23.3 Consents of Lewis, Rice & Fingersh, L.C. (included in their opinions filed herewith as Exhibits 5.1 and 8.1). 23.4 Consent of Richards, Layton & Finger (included in their opinion filed herewith as Exhibit 5.2).
EX-5.1 2 OPINION RE LEGALITY 1 EXHIBIT 5.1 2 [Letterhead of Lewis, Rice & Fingersh] January 30, 1997 First Banks, Inc. 135 North Meramec Ave. St. Louis, Missouri 63105 Attention: Board of Directors First Preferred Capital Trust c/o First Banks, Inc. 135 North Meramec Ave. St. Louis, Missouri 63105 Attention: Administrative Trustees Gentlemen: We have acted as counsel to First Banks, Inc., a Missouri corporation (the "Company"), and First Preferred Capital Trust, a Delaware statutory business trust ("First Capital"), in connection with the preparation of a Registration Statement on Form S-2 (the "Rule 462(b) Registration Statement") to be filed by the Company and First Capital with the Securities and Exchange Commission (the "SEC") pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, for the purpose of registering under the Securities Act of 1933, as amended, additional preferred securities (the "Additional Preferred Securities") of First Capital, additional subordinated debentures (the "Additional Subordinated Debentures") of the Company and the guarantee of the Company with respect to the Additional Preferred Securities (the "Guarantee"). In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the certificate of trust (the "Certificate of Trust") filed by First Capital with the Secretary of State of the State of Delaware on December 13, 1996; (ii) the Trust Agreement, dated as of December 12, 1996, with respect to First Capital; (iii) the form of the Amended and Restated Trust Agreement with respect to First Capital; (iv) the form of the Additional Preferred Securities of First Capital; (v) the form of the Guarantee between the Company and State Street Bank and Trust Company, as trustee; (vi) the form of the Additional Subordinated Debentures; and (vii) the form of the indenture (the "Indenture"), between the Company and State Street Bank and Trust Company, as trustee, in each case in the form incorporated by reference in the Rule 462(b) Registration Statement. We have also examined originals or copies, certified, or otherwise identified to our satisfaction, of such other documents, certificates, and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, 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 and the authenticity of the originals of such copies. In examining documents executed by parties other than the Company or First Capital, we have assumed that such parties had the power, corporate or otherwise, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or otherwise, and execution and delivery by such parties of such documents and that, except as set forth in paragraphs (1) and (2) below, such documents constitute valid and binding obligations of such parties. In addition, we have assumed that the Amended and Restated Trust Agreement of First Capital, the Additional Preferred Securities of First Capital, the Guarantee, the Additional Subordinated Debentures and the Indenture, when executed, will be executed in substantially the form reviewed by us. As to any facts material to the 3 opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers, trustees, and other representatives of the Company, First Capital, and others. We are members of the bar of the states of Missouri and Illinois, and we express no opinion as to the laws of any other jurisdiction. Based upon and subject to the foregoing and to other qualifications and limitations set forth herein, we are of the opinion that: 1. After the Indenture has been duly executed and delivered, the Additional Subordinated Debentures, when duly executed, delivered, authenticated and issued in accordance with the Indenture and delivered and paid for as contemplated by the Rule 462(b) Registration Statement, will be valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principles of equity regardless of whether enforceability is considered in a proceeding at law or in equity. 2. The Guarantee, when duly executed and delivered by the parties hereto, will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principles of equity regardless of whether enforceability is considered in a proceeding at law or in equity. We hereby consent to the reference to us under the caption "Validity of Securities" in the Prospectus forming a part of the Rule 462(b) Registration Statement and to the inclusion of this legal opinion as an Exhibit to the Rule 462(b) Registration Statement. Very truly yours, LEWIS, RICE & FINGERSH, L.C. /s/ Lewis, Rice & Fingersh, L.C. EX-5.2 3 OPINION RE LEGALITY 1 EXHIBIT 5.2 2 JANUARY 30, 1997 First Preferred Capital Trust c/o First Banks, Inc. 11901 Olive Boulevard St. Louis, Missouri 63141 Re: First Preferred Capital Trust ----------------------------- Ladies and Gentlemen: We have acted as special Delaware counsel for First Preferred Capital Trust, a Delaware business trust (the "Trust"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you. For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following: (a) The Certificate of Trust of the Trust, dated December 12, 1996 (the "Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on December 13, 1996; (b) The Trust Agreement of the Trust, dated as of December 12, 1996, among First Banks, Inc., a Missouri corporation (the "Company"), and the trustees of the Trust named therein; (c) The Registration Statement (the "Registration Statement") on Form S-2 under Rule 462(b) of the Securities Act of 1933, as amended, including a prospectus (the "Prospectus") relating to the 9.25% Preferred Securities of the Trust representing preferred undivided beneficial interests in the Trust (each, a "Preferred Security" and collectively, the "Preferred Securities"), as filed by the Company and the Trust as set forth therein with the Securities and Exchange Commission on January 30, 1997; (d) A form of Amended and Restated Trust Agreement of the Trust, to be entered into among the Company, the trustees of the Trust named therein, and the holders, from time to time, of undivided beneficial interests in the Trust (the "Trust Agreement"), incorporated by reference in the Registration Statement; and (e) A Certificate of Good Standing for the Trust, dated December 20, 1996, obtained from the Secretary of State. 3 First Preferred Capital Trust January 30, 1997 Page 2 Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement. For purposes of this opinion, we have not reviewed any documents other than the documents listed above, and we have assumed that there exists no provision in any document that we have not reviewed that bears upon or is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects. With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures. For purposes of this opinion, we have assumed (i) that the Trust Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the Trust, and that the Trust Agreement and the Certificate are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, the due creation or due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Preferred Security is to be issued by the Trust (collectively, the "Preferred Security Holders") of a Preferred Security Certificate for such Preferred Security and the payment for the Preferred Security acquired by it, in accordance with the Trust Agreement and the Prospectus, and (vii) that the Preferred Securities are issued and sold to the Preferred Security Holders in accordance with the Trust Agreement and the Prospectus. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents. This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and order thereunder which are currently in effect. 4 First Preferred Capital Trust January 30, 1997 Page 3 Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that: 1. The Trust has been duly created and is validly existing in good standing as a business trust under the Delaware Business Trust Act, 12 Del. C. Sec. 3801, et seq. ------- -- ---- 2. The Preferred Securities will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the Trust. 3. The Preferred Security Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the Trust Agreement. We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading "Validity of Securities" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, and other Person for any purpose. Very truly yours, /s/ Richards, Layton & Finger EAM EX-8.1 4 OPINION OF EXPERT 1 EXHIBIT 8.1 2 [Letterhead of Lewis, Rice & Fingersh] January 30, 1997 First Banks, Inc. 11901 Olive Boulevard St. Louis, MO 63141 RE: FIRST PREFERRED CAPITAL TRUST Ladies and Gentlemen: We have acted as tax counsel to First Banks, Inc., a Missouri corporation (the "Company"), and to First Preferred Capital Trust, a statutory business trust created under the laws of Delaware (the "Trust"), in connection with the proposed issuance of (i) Preferred Securities (the "Additional Preferred Securities") of the Trust pursuant to the terms of the Amended and Restated Trust Agreement between the Company and State Street Bank and Trust Company, as trustee (the "Trust Agreement"), to be offered in an underwritten public offering, (ii) Subordinated Debentures (the "Additional Debentures") of the Company pursuant to the terms of an indenture from the Company to State Street Bank and Trust Company, as trustee (the "Indenture"), to be sold by the Company to the Trust, and (iii) the Preferred Securities Guarantee Agreement of the Company with respect to the Preferred Securities (the "Guarantee") between the Company and State Street Bank and Trust Company, as trustee. The Additional Preferred Securities and the Additional Debentures are to be issued as contemplated by the registration statement on Form S-2 (the "Rule 462(b) Registration Statement") to be filed by the Company and the Trust pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, to register the issuance of the Additional Preferred Securities, the Additional Debentures and the Guarantee under the Securities Act of 1933, as amended. We have examined originals or copies, certified or otherwise identified to our satisfaction, of documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of this opinion including (i) the Rule 462(b) Registration Statement, (ii) the Form of Indenture incorporated by reference in the Rule 462(b) Registration Statement, (iii) the Form of the Additional Debentures incorporated by reference in the Rule 462(b) Registration Statement (iv) the Form of Trust Agreement incorporated by reference in the Rule 462(b) Registration Statement, (v) the Form of Guarantee incorporated by reference in the Rule 462(b) Registration Statement, and (vi) the Form of Additional Preferred Security Certificate incorporated by reference in the Rule 462(b) Registration Statement (collectively the "Documents"). In such examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents, the genuineness of all signatures and the correctness of all representations made therein. We have further assumed that there are no agreements or understandings contemplated therein other than those contained in the Documents. Based upon the foregoing, and assuming (i) the final Documents will be substantially identical to the forms incorporated by reference in the Rule 462(b) Registration Statement, and (ii) full compliance with all the terms of the final Documents, we are of the opinion that the statements contained in the prospectus constituting part of the Rule 462(b) Registration Statement under the caption "Certain Federal Income Tax Consequences," insofar as such statements constitute matters of law or legal conclusions, as qualified therein, constitute an accurate description, in general terms, of the indicated United States federal income tax consequences to such holders. 3 The opinion expressed above is based on existing provisions of the Internal Revenue Code of 1986, as amended (the "Code"), existing Treasury regulations, published interpretations of the Code and such Treasury regulations by the Internal Revenue Service, and existing court decisions, any of which could be changed at any time. Any such changes may or may not be retroactively applied. We note that there is no authority directly on point dealing with securities such as the Additional Preferred Securities or of transactions of the type described herein. Further, you should be aware that opinions of counsel are not binding on the Internal Revenue Service or the courts. We express no opinion as to any matters not specifically covered by the foregoing opinions or as to the effect on the matters covered by this opinion of the laws of any other jurisdiction. Additionally, we undertake no obligation to update this opinion in the event there is either a change in the legal authorities, in the facts (including the taking of any action by any party to any of the transactions described in the Documents relating to such transactions) or in the Documents on which this opinion is based, or an inaccuracy in any of the representations or warranties upon which we have relied in rendering this opinion. This letter is not being delivered for the benefit of, nor may it be relied upon by, the holders of the Additional Debentures, the Guarantee or the Additional Preferred Securities or any other party to which it is not specifically addressed or on which reliance is not expressly permitted hereby. We hereby consent to the filing of this opinion as Exhibit to the Rule 462(b) Registration Statement and to reference to our firm under the caption "Certain Federal Income Tax Consequences" and "Validity of Securities" in the prospectus constituting a part of the Rule 462(b) Registration Statement. Very truly yours, Lewis, Rice & Fingersh, L.C /s/ Lewis, Rice & Fingersh, L.C. EX-16.1 5 LETTER RE ACCOUNTANTS 1 EXHIBIT 16.1 2 January 30, 1997 Office of the Chief Accountant SECPS Letter File Securities and Exchange Commission Mail Stop 9-5 450 Fifth Street, N.W. Washington, D.C. 20549 Sir: We have read the section entitled "Experts" included in Registration Statement Nos. 333-_____ and 333-_____-01 to be filed with the Securities and Exchange Commission by First Banks, Inc. and are in agreement with the statements contained therein. Very truly yours, ARTHUR ANDERSEN LLP By Patrick M. Mathiesen PMM/SECLTR4 Copy to Mr. Larry Brost First Banks, Inc. EX-23.1 6 CONSENT OF EXPERT 1 EXHIBIT 23.1 2 INDEPENDENT AUDITORS' CONSENT The Board of Directors First Banks, Inc.: We consent to the use of our reports included herein and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG Peat Marwick LLP St. Louis, Missouri January 30, 1997 3 INDEPENDENT AUDITORS' CONSENT The Board of Directors First Commercial Bancorp, Inc.: We consent to the use of our reports included herein and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG Peat Marwick LLP St. Louis, Missouri January 30, 1997 EX-23.2 7 CONSENT OF EXPERT 1 EXHIBIT 23.2 2 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the use of our reports (and to all references to our Firm) included in or made a part of this registration statement. /s/ Arthur Andersen LLP San Francisco, California January 30, 1997 -----END PRIVACY-ENHANCED MESSAGE-----