EX-8.1 7 g74469ex8-1.txt TAX OPINION OF STEARNS WEAVER MILLER ET ALL EXHIBIT 8.1 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 WWW.STEARNSWEAVER.COM E. RICHARD ALHADEFF JOSEPH K. HALL GLENN M. RISSMAN OWEN S. FREED LOUISE JACOWITZ ALLEN ALICE R. HUNEYCUTT ANDREW L. RODMAN SENIOR COUNSEL STUART D. AMES RICHARD B. JACKSON KEITH E. ROUNSAVILLE ALEXANDER ANGUEIRA SHARON LEE JOHNSON MIMI L. SALL THOMAS J. QUARLES LAWRENCE J. BAILIN MICHAEL I. KEYES NICOLE S. SAYFIE OF COUNSEL ANA T. BARNETT ROBERT T. KOFMAN RICHARD E. SCHATZ CHRISTOPHER L. BARNETT ANASTASIA I. KOKOTIS DAVID M. SEIFER DAVID M. SMITH PATRICK A. BARRY DAVID P. LHOTA JOSE G. SEPULVEDA LAND USE CONSULTANT JEFFREY S. BARTEL TERRY M. LOVELL JAY B. SHAPIRO SUSAN FLEMING BENNETT JOY SPILLIS LUNDEEN MARTIN S. SIMKOVIC LISA K. BERG GEOFFREY MacDONALD CECILIA DURAN SIMMONS TAMPA OFFICE MARK J. BERNET MONA E. MARKUS CURTIS H. SITTERSON SUITE 2200 HANS C. BEYER BRIAN J. McDONOUGH MARK D. SOLOV SUNTRUST FINANCIAL CENTRE RICHARD I. BLINDERMAN ANDREW D. McNAMEE EUGENE E. STEARNS 401 EAST JACKSON STREET MARK D. BOWEN ANTONIO R. MENENDEZ BRADFORD SWING TAMPA, FLORIDA 33602 MATTHEW W. BUTTRICK FRANCISCO J. MENENDEZ SUSAN J. TOEPFER ------- JENNIFER STEARNS BUTTRICK ALISON W. MILLER ANNETTE TORRES (813) 223-4800 CARLOS J. CANINO HAROLD D. MOOREFIELD, JR. DENNIS R. TURNER JOAN M. CANNY JIMMY L. MORALES JONATHAN C. VAIR PETER L. DESIDERIO JOHN N. MURATIDES RONALD L. WEAVER FORT LAUDERDALE OFFICE MARK P. DIKEMAN JEFFREY A. NORMAN RORY B. WEINER SUITE 1900 DREW M. DILLWORTH JOHN K. OLSON ROBERT I. WEISSLER 200 EAST BROWARD BOULEVARD SHARON QUINN DIXON JENNIFER I. PERTNOY PATRICIA G. WELLES FORT LAUDERDALE, FLORIDA 33301 ALAN H. FEIN DAVID C. POLLACK K. TAYLOR WHITE ------- ANGELO M. FILIPPI DARRIN J. QUAM MARTIN B. WOODS (954) 462-9500 ROBERT E. GALLAGHER, JR. JOHN M. RAWICZ ELIZABETH YNIGO CHAVA E. GENET PATRICIA A. REDMOND PATRICIA K. GREEN ELIZABETH G. RICE
February 28, 2002 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 II, a Delaware statutory business trust ("BBC Capital"), in connection with the registration statement of the Company and BBC Capital on Form S-3 (the "Registration Statement") filed by the Company and BBC Capital with the Securities and Exchange Commission (the "SEC") on October 15, 2001, as amended by Amendment No. 1 filed with the SEC on October 24, 2001. The Registration Statement was filed for the purpose of registering under the Securities Act of 1933, as amended, Class A Common Stock of the Company, debt securities of the Company, junior subordinated debentures of the Company, preferred securities of BBC Capital and the guarantee of the Company with respect to such preferred securities. 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, a copy of the Prospectus dated October 24, 2001 (the "Prospectus") included in the Registration Statement, a copy of a preliminary prospectus supplement to the Prospectus dated February 13, 2002 STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. BankAtlantic Bancorp, Inc. February 28, 2002 Page 2 (the "Prospectus Supplement") 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 and incorporate by reference the opinion set forth in the Prospectus Supplement under the caption "United States Federal Income Taxation." 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 Supplement under the caption "United States Federal Income Taxation" and "Legal Matters." Very truly yours, STEARNS, WEAVER, MILLER, WEISSLER ALHADEFF & SITTERSON, P.A. STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.