-----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, I8xB9bM0/FWZVNimH0NalsZBOC1zKGZ4r40nLjvBuykyv1c5tPtcV6EAPSlntogA zBh6wIb3xdKmogOGKZfoAA== 0000921768-99-000013.txt : 19990701 0000921768-99-000013.hdr.sgml : 19990701 ACCESSION NUMBER: 0000921768-99-000013 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKATLANTIC BANCORP INC CENTRAL INDEX KEY: 0000921768 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 650507804 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-72283 FILM NUMBER: 99657270 BUSINESS ADDRESS: STREET 1: 1750 E SUNRISE BLVD CITY: FORT LAUDERDALE STATE: FL ZIP: 33304 BUSINESS PHONE: 9547605000 MAIL ADDRESS: STREET 1: 1750 EAST SUNRISE BOULEVARD CITY: FORT LAUDERVALE STATE: FL ZIP: 33304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BBC CAPITAL TRUST I CENTRAL INDEX KEY: 0001035746 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 650507804 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-72283-01 FILM NUMBER: 99657271 BUSINESS ADDRESS: STREET 1: 1750 SUNRISE BLVD CITY: FT LAUDERDALE STATE: FL ZIP: 33305 BUSINESS PHONE: 7547605015 MAIL ADDRESS: STREET 1: 1750 SUNRISE BLVD CITY: FT LAUDERDALE STATE: FL ZIP: 33305 S-3/A 1 AMENDMENT NO. 3 As filed with the Securities and Exchange Commission on June 30, 1999. Registration No. 333-72283 Registration No. 333-72283-01 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------- AMENDMENT NO. 3 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- BANKATLANTIC BANCORP, INC. BBC CAPITAL TRUST I -------------------------- ------------------- (Exact name of registrant as (Exact name of co-registrant specified in its charter) as specified in its charter) Florida Delaware ------- -------- (State or other jurisdiction of (State or other jurisdiction of incorporation or organization) incorporation or organization) 65-0507804 65-0835533 ---------- ---------- (I.R.S. Employer (I.R.S. Employer Identification Number) Identification Number) 1750 East Sunrise Boulevard Fort Lauderdale, Florida 33304 Telephone (954) 760-5000 -------------------------- (Address, including Zip Code, and telephone number, including area code, of registrant's and co-registrant's principal executive offices) Alan B. Levan BankAtlantic Bancorp, Inc. 1750 East Sunrise Boulevard Fort Lauderdale, Florida 33304 Telephone (954) 760-5000 -------------- (Name, address, including Zip Code, and telephone number, including area code, of registrant's and co-registrant's agent for service) Please send copies of all communications to: Alison W. Miller, Esq. Michael I. Keyes, Esq. Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 West Flagler Street, Suite 2400 Miami, Florida 33130 Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective, as determined in light of market and other conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box |X|. 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 number of the earlier effective registration statement for the same offering |_|. 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 REGISTRATION FEE ======================================================================================================== Title of each class Proposed maximum Proposed maxi- Amount of of securities to be Amount to be offering price mum aggregate registration registered registered per unit (1) offering price (1) fee (1)
- -------------------------------------------------------------------------------------------------------- 9% Subordinated Debentures Due 2005 $21,000,000 --- --- --- 9 1/2% Cumulative Trust Preferred Securities of BBC Capital Trust I 2,990,000 shares --- --- --- 9 1/2% Junior Subordinated Debentures of BankAtlantic Bancorp, Inc. (2) --- --- --- Guarantee of BankAtlantic Bancorp, Inc. of certain obligations under the Preferred Securities (3) --- --- --- ========================================================================================================
(1) This Registration Statement pertains to offers and sales related to market-making transactions by and through Ryan, Beck & Co., Inc., an affiliate of the Registrants, of Subordinated Debentures and Trust Preferred Securities which were previously registered by the Registrant or Registrants. Because registration fees with respect to these securities were paid previously in connection with the registration of these securities to the public, the amount of the registration fee payable with respect to this Registration Statement is $0. (2) The Junior Subordinated Debentures were purchased by BBC Capital Trust I with the proceeds of the sale of the Trust Preferred Securities. Such securities may later be distributed for no additional consideration to the holders of the Trust Preferred Securities of BBC Capital Trust I upon its dissolution and the distribution of its assets and no separate registration fee is payable hereunder. (3) No separate consideration has been or will be received for the Guarantee and no separate registration fee is payable for the Guarantee. ____________________ The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ PURPOSE OF AMENDMENT This Amendment No. 3 to Form S-3 is being filed solely for the purpose of filing Exhibits 5.1 and 8.1. II-3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution SEC Registration Fee................................................$ 0 Legal Fees and Expenses.............................................$10,000 Accounting Fees and Expenses....................................... $ 5,000 Printing and Mailing Expenses.......................................$ 5,000 Blue Sky Fees and Expenses..........................................$ 500 TOTAL FEES AND EXPENSES.........................................$20,500 Item 15. Indemnification of Directors and Officers Section 607.0850 of the Florida Business Corporation Act and the Articles of Incorporation and Bylaws of BankAtlantic Bancorp, Inc. (the "Company") provide for indemnification of the Company's directors and officers against claims, liabilities, amounts paid in settlement and expenses in a variety of circumstances, which may include liabilities under the Securities Act of 1933, as amended (the "Securities Act"). In addition, the Company carries insurance permitted by the laws of the State of Florida on behalf of Directors, officers, employees or agents which may cover liabilities under the Securities Act. Under the Trust Agreement of BBC Capital Trust I ("BBC Capital"), the Company will agree to indemnify each of the Trustees of BBC Capital or any predecessor Trustee for BBC Capital, and to hold each Trustee harmless against, any loss, damage, claim, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the Trust Agreement, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under the Trust Agreement. Item 16. Exhibits The following exhibits were previously filed or are filed herewith or incorporated by reference to documents previously filed, as indicated below: Exhibits Description - -------- ----------- 3.1 Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-3, filed on June 5, 1996 (Registration No. 333-05287)) 3.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4, filed on May 5, 1994 (Registration No. 33-77708)) 4.1 Indenture with respect to the Company's 9 1/2% Junior Subordinated Debentures Due 2027 (incorporated by reference to Exhibit 4.1 to the Registrant' Registration Statement on Form S-3, filed on March 21, 1997 (Registration No. 333-23771)) 4.2 Indenture with respect to the Company's 9% Subordinated Debentures Due 2005 (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-2, filed on August 25, 1995 (Registration No. 33-96184)) 4.3 Specimen Junior Subordinated Debenture (included as an exhibit to the Indenture filed as Exhibit 4.1) 4.4 Specimen Subordinated Debenture (included as Section 2.3 of the Indenture filed as Exhibit 4.2) II-4 4.5 Certificate of Trust of BBC Capital (incorporated by reference to Exhibit 4.3 to the Registrants' Registration Statement on Form S-3, filed on March 21, 1997 (Registration No. 333-23771)) 4.6 Trust Agreement of BBC Capital (incorporated by reference to Exhibit 4.4 to the Registrants' Registration Statement on Form S-3, filed on March 21, 1997 (Registration No. 333-23771)) 4.7 Amended and Restated Trust Agreement of BBC Capital (incorporated by reference to Exhibit 4.5 to the Registrants' Registration Statement on Form S-3, filed on March 21, 1997 (Registration No. 333-23771)) 4.8 Specimen Certificate for Cumulative Trust Preferred Security of BBC Capital (included as an exhibit to the Amended and Restated Trust Agreement filed as Exhibit 4.7) 4.9 Guarantee Agreement for BBC Capital (incorporated by reference to Exhibit 4.7 to Amendment No. 1 to the Registrants' Registration Statement on Form S-3, filed on April 22, 1997 (Registration No. 333-23771)) 4.10 Agreement as to Expenses and Liabilities (included as an exhibit to the Amended and Restated Trust Agreement filed as Exhibit 4.7) 5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. regarding validity of the issuance of the Subordinated Debentures 5.2 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. regarding validity of the issuance of the Junior Subordinated Debentures* 5.3 Opinion of Richards, Layton & Finger, special Delaware counsel, regarding validity of the issuance of the Cumulative Trust Preferred Securities issued by BBC Capital* 8.1 Tax Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 12 Statement regarding computation of ratio of earnings to fixed charges* 23.1 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibits 5.1, 5.2 and Exhibit 8.1)* 23.2 Consent of Richards, Layton & Finger (included in Exhibit 5.3)* 23.3 Consent of KPMG LLP* 24 Power of Attorney (included with signature pages to this Registration Statement)* 25.1 Form T-1: Statement of Eligibility of American Bank National Association (predecessor to First Star Corporate Trust Services) to act as trustee under the Indenture relating to the Subordinated Debentures (incorporated by reference to Exhibit 25 to the Company's Registration Statement on Form S-2, filed on August 25, 1995 (Registration No. 33-96184)) 25.2 Form T-1: Statement of Eligibility of Wilmington Trust Company to act as trustee under the Indenture relating to the Junior Subordinated Debentures (incorporated by reference to Exhibit 25.1 to the Registrants' Registration Statement on Form S-3, filed on March 21, 1997 (Registration No. 333-23771)) 25.3 Form T-1: Statement of Eligibility of Wilmington Trust Company to act as trustee under the Amended and Restated Trust Agreement (incorporated by reference to Exhibit 25.2 to the Registrants' Registration Statement on Form S-3, filed on March 21, 1997 (Registration No. 333- 23771)) 25.4 Form T-1: Statement of Eligibility of Wilmington Trust Company to act as trustee under the Guarantee Agreement for BBC Capital (incorporated by reference to Exhibit 25.3 to the Registrants' Registration Statement on Form S-3, filed on March 21, 1997 (Registration No. 333- 23771)) _____________________ *Previously filed. II-5 Item 17. Undertakings (1) Each of the undersigned Registrants hereby undertake: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed or furnished to the Commission by the Registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by reference in the Registration Statement. (b) That, for the purpose of determining any liability under the Securities Act, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (2) The undersigned Registrants hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on the 30th day of June, 1999. BANKATLANTIC BANCORP, INC. By: /s/ Alan B. Levan ----------------------------- Alan B. Levan, Chairman of the Board of Directors, Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, BBC Capital Trust I certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on the 30th day of June, 1999. BBC CAPITAL TRUST I By: /s/ Alan B. Levan ------------------- Alan B. Levan, Trustee By: /s/ Frank V. Grieco -------------------- Frank V. Grieco, Trustee By: /s/ Jarett Levan -------------------- Jarett Levan, Trustee Pursuant to the requirements of the Securities Act of 1933, this Amendment has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE - --------- ----- ---- /s/ Alan B. Levan Chairman of the Board June 30, 1999 - ------------------- Chief Executive Officer Alan B. Levan and President * Vice-Chairman of the June 30, 1999 - ------------------- Board John E. Abdo /s/ Frank V. Grieco Senior Executive Vice June 30, 1999 - ------------------- President and Principal Frank V. Grieco Financial and Accounting Officer * Director June 30, 1999 - ------------------- Ben A. Plotkin * Director June 30, 1999 - ------------------- Steven M. Coldren II-7 SIGNATURE TITLE DATE - --------- ----- ---- * Director June 30, 1999 - ------------------ Mary E. Ginestra * Director June 30, 1999 - ------------------ Bruno DiGiulian * Director June 30, 1999 - ------------------------- Charlie C. Winningham, II * By:/s/ Alan B. Levan ------------------ Alan B. Levan, Attorney-in-Fact II-8 INDEX TO EXHIBITS Sequentially Exhibit Description Numbered Page - ------- ----------- ------------- 5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. regarding validity of the issuance of the Subordinated Debentures. 8.1 Tax Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. II-9 EX-5.1 2 LEGAL EXHIBIT 5.1 ----------- Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. LAW OFFICES Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. MUSEUM TOWER 150 WEST FLAGLER STREET MIAMI, FLORIDA 33130 _________ MIAMI (305) 789-3200 - BROWARD (954) 463-5440 FAX (305) 789-3395 E. RICHARD ALHADEFF THEODORE A. JEWELL BETTY CHANG ROWE OWEN S. FREED LOUISE JACOWITZ ALLEN SHARON LEE JOHNSON STEVEN D. RUBIN SENIOR COUNSEL STUART D. AMES MICHAEL I. KEYES MIMI L. SALL LAWRENCE J. BAILIN ROBERT T. KOFMAN NICOLE S. SAYFIE DAVID M. SMITH AMANDA C. BARRY CHAD K. LANG RICHARD E. SCHATZ LAND USE CONSULTANT PATRICK A. BARRY PAUL TAGER LEHR LESTER E. SEGAL SHAWN BAYNE VERNON L. LEWIS DAVID M. SEIFER SUSAN FLEMING BENNETT TERRY M. LOVELL JOSE G. SEPULVEDA TAMPA OFFICE LISA K. BERG JOY SPILLIS LUNDEEN JAY B. SHAPIRO SUITE 2200 MARK J. BERNET GEOFFREY MacDONALD MARTIN S. SIMKOVIC SUNTRUST FINANCIAL CENTRE HANS C. BEYER MICHAEL C. MARSH CURTIS H. SITTERSON 401 EAST JACKSON STREET STEPHEN R. CALKINS BRIAN J. McDONOUGH RONNI D. SOLOMON TAMPA, FLORIDA 33602 ELLEN I. CHO ANTONIO R. MENENDEZ MARK D. SOLOV SETH THOMAS CRAINE FRANCISCO J. MENENDEZ EUGENE E. STEARNS (813) 223-4800 PETER L. DESIDERIO ALISON W. MILLER JENNIFER D. STEARNS MARK P. DIKEMAN VICKI LYNN MONROE BRADFORD SWING DREW M. DILLWORTH HAROLD D. MOOREFIELD, JR. SUSAN J. TOEPFER FORT LAUDERDALE OFFICE SHARON QUINN DIXON JOHN N. MURATIDES ANNETTE TORRES SUITE 1900 ALAN H. FEIN JOHN K. OLSON DENNIS R. TURNER 200 EAST BROWARD BOULEVARD ANGELO M. FILIPPI JAY P. W. PHILP RONALD L. WEAVER FORT LAUDERDALE, FLORIDA 33301 ANDREA F. FISHER KARA E. PLUNKETT ROBERT I. WEISSLER ROBERT E. GALLAGHER, JR. DAVID C. POLLACK PATRICIA G. WELLES (954) 462-9500 CHAVA E. GENET DARRIN J. QUAM THOMAS H. WILLIAMS, JR. LATASHA A. GETHERS JOHN M. RAWICZ MARTIN B. WOODS PATRICIA K. GREEN PATRICIA A. REDMOND JOSEPH K. HALL ELIZABETH G. RICE ALICE R. HUNEYCUTT GLENN M. RISSMAN RICHARD B. JACKSON DAVID A. ROTHSTEIN
June 29, 1999 Mr. Alan B. Levan BankAtlantic Bancorp, Inc. 1750 East Sunrise Boulevard Fort Lauderdale, Florida 33304 RE: BankAtlantic Bancorp, Inc. $21,000,000 of Subordinated Debentures Dear Mr. Levan: As counsel to BankAtlantic Bancorp, Inc. (the "Corporation"), we have examined the Amended and Restated Articles of Incorporation and Bylaws of the Corporation as well as such other documents and proceedings as we have considered necessary for the purposes of this opinion. We have also examined and are familiar with the proceedings taken by the Corporation to issue and sell up to $21,000,000 of 9% subordinated debentures due 2005 of the Corporation (the "Debentures"). In addition, we have examined a copy of the Corporation's Registration Statement on Form S-2, File No. 33-96184, the Corporation's and BBC Capital Trust I's Registration Statement on Form S-3 of which this opinion is an exhibit (the "Registration Statement"), and that certain Indenture between the Corporation and American Bank National Association (predecessor to First Star Corporate Trust Services), as Trustee, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Trust Indenture Act of 1939. Based upon the foregoing, and having regard to legal considerations which we deem relevant, we are of the opinion that the Debentures have been validly issued and are binding obligations of the Corporation. We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name under the heading "Legal Matters" in the Registration Statement. Very truly yours, STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. EX-8.1 3 TAX OPINION EXHIBIT 8.1 ----------- Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. LAW OFFICES Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. MUSEUM TOWER 150 WEST FLAGLER STREET MIAMI, FLORIDA 33130 _________ MIAMI (305) 789-3200 - BROWARD (954) 463-5440 FAX (305) 789-3395 E. RICHARD ALHADEFF THEODORE A. JEWELL BETTY CHANG ROWE OWEN S. FREED LOUISE JACOWITZ ALLEN SHARON LEE JOHNSON STEVEN D. RUBIN SENIOR COUNSEL STUART D. AMES MICHAEL I. KEYES MIMI L. SALL LAWRENCE J. BAILIN ROBERT T. KOFMAN NICOLE S. SAYFIE DAVID M. SMITH AMANDA C. BARRY CHAD K. LANG RICHARD E. SCHATZ LAND USE CONSULTANT PATRICK A. BARRY PAUL TAGER LEHR LESTER E. SEGAL SHAWN BAYNE VERNON L. LEWIS DAVID M. SEIFER SUSAN FLEMING BENNETT TERRY M. LOVELL JOSE G. SEPULVEDA TAMPA OFFICE LISA K. BERG JOY SPILLIS LUNDEEN JAY B. SHAPIRO SUITE 2200 MARK J. BERNET GEOFFREY MacDONALD MARTIN S. SIMKOVIC SUNTRUST FINANCIAL CENTRE HANS C. BEYER MICHAEL C. MARSH CURTIS H. SITTERSON 401 EAST JACKSON STREET STEPHEN R. CALKINS BRIAN J. McDONOUGH RONNI D. SOLOMON TAMPA, FLORIDA 33602 ELLEN I. CHO ANTONIO R. MENENDEZ MARK D. SOLOV SETH THOMAS CRAINE FRANCISCO J. MENENDEZ EUGENE E. STEARNS (813) 223-4800 PETER L. DESIDERIO ALISON W. MILLER JENNIFER D. STEARNS MARK P. DIKEMAN VICKI LYNN MONROE BRADFORD SWING DREW M. DILLWORTH HAROLD D. MOOREFIELD, JR. SUSAN J. TOEPFER FORT LAUDERDALE OFFICE SHARON QUINN DIXON JOHN N. MURATIDES ANNETTE TORRES SUITE 1900 ALAN H. FEIN JOHN K. OLSON DENNIS R. TURNER 200 EAST BROWARD BOULEVARD ANGELO M. FILIPPI JAY P. W. PHILP RONALD L. WEAVER FORT LAUDERDALE, FLORIDA 33301 ANDREA F. FISHER KARA E. PLUNKETT ROBERT I. WEISSLER ROBERT E. GALLAGHER, JR. DAVID C. POLLACK PATRICIA G. WELLES (954) 462-9500 CHAVA E. GENET DARRIN J. QUAM THOMAS H. WILLIAMS, JR. LATASHA A. GETHERS JOHN M. RAWICZ MARTIN B. WOODS PATRICIA K. GREEN PATRICIA A. REDMOND JOSEPH K. HALL ELIZABETH G. RICE ALICE R. HUNEYCUTT GLENN M. RISSMAN RICHARD B. JACKSON DAVID A. ROTHSTEIN
June 29, 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, confirm and incorporate by reference the language set forth in the Prospectus under the caption "Certain Federal Income Tax Consequences" which is our tax opinion. 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 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, STEARNS, WEAVER, MILLER, WEISSLER ALHADEFF & SITTERSON, P.A. -----END PRIVACY-ENHANCED MESSAGE-----