EXHIBIT 8
Published on June 5, 1998
Exhibit 8
June 4, 1998
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
Ladies and Gentlemen:
As special tax counsel to Huntington Capital II, Huntington Capital
III, Huntington Capital IV, Huntington Capital V, and Huntington Capital VI,
each a statutory business trust formed under the laws of the State of Delaware
(the "Trusts"), and Huntington Bancshares Incorporated, a Maryland corporation
(the "Company), in connection with the sale by the Trusts of up to $250,000,000
of Capital Securities pursuant to a Prospectus and Prospectus Supplement
contained in the Registration Statement Form S-3, filed with the Securities and
Exchange Commission on May 26, 1998, and assuming that the operative documents
described in the Prospectus and Prospectus Supplement will be performed in
accordance with the terms described therein, we hereby confirm to you our
opinion as set forth under the heading "Certain United States Federal Income Tax
Consequences" in the Prospectus Supplement, subject to the limitations set forth
therein.
This opinion is expressed as of the date hereof and applies only to the
opinions under the heading "Certain United States Federal Income Tax
Consequences" as set forth in the Prospectus Supplement. This opinion is based
in part upon certain factual assumptions and upon certain representations made
by officers of and on behalf of the Company, which representations are being
relied upon by the undersigned and assumed to be true, correct, and complete. If
such representations are inaccurate, this opinion could be adversely affected.
This opinion is rendered as of the date hereof and we shall have no obligation
to update or revise our opinion regarding subsequent changes of the facts stated
or assumed herein or any subsequent changes in applicable law. This opinion is
furnished to you solely for your benefit in connection with the filing of the
Registration Statement and is not to be used or relied upon by any other person
or for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Certain United States Federal Income Tax Consequences" in the Prospectus
Supplement. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Porter, Wright, Morris & Arthur
PORTER, WRIGHT, MORRIS & ARTHUR