Exhibit 8
[LETTERHEAD OF KRIEG
DEVAULT LLP]
May 23,
2008
1st Independence Financial
Group, Inc.
8620 Biggin Hill
Lane
Louisville, Kentucky
40220
MainSource Financial
Group, Inc.
2105 N. State Road 3
By-Pass
Greensburg, Indiana
47240
Re:
Registration Statement on Form S-4
Ladies and
Gentlemen:
We
have acted as special tax counsel to MainSource Financial
Group, Inc. (“MainSource”), in connection with the
preparation of a Registration Statement on Form S-4 filed with
the Securities and Exchange Commission (the
“Commission”) on May 23, 2008, (the
“Registration Statement”), with respect to the
Agreement and Plan of Merger, dated as of February 26, 2008
(the “Merger Agreement”), by and among MainSource, 1st
Independence Financial Group, Inc. (“1st
Independence”) and 1st Independence Bank, Inc., and
pursuant to which 1st Independence will merge with and into
MainSource (the “Merger”). All terms used herein,
but not defined herein, shall have the meanings ascribed to them in
the Merger Agreement.
In
rendering the opinion set forth herein, we have examined and relied
on originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Merger Agreement, (ii) the
Registration Statement, and (iii) such other documents,
certificates, and records as we have deemed necessary or
appropriate as a basis for the opinion set forth herein. We
assume that the Merger will be consummated in accordance with the
Merger Agreement, the Registration Statement and such other
documents, certificates and records and that the statements as to
factual matters contained in the Registration Statement are true,
correct and complete and will continue to be true, correct and
complete through the Effective Time of the Merger.
For
purposes of our opinion, 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 certified, conformed or photostatic copies, and the authenticity
of the originals of such latter documents. We have assumed
the Merger Agreement and such other documents, certificates and
records are duly authorized, valid and enforceable. We have
also assumed that the Merger will qualify as a statutory merger
under the laws of the State of Indiana.
In
rendering our opinion, we have relied upon statements and
representations of officers and other representatives of MainSource
and 1st Independence, and we have assumed that such statements and
representations are and will continue to be correct without regard
to any qualification as to knowledge or belief. In addition,
our opinion is subject to the qualifications, conditions, and
assumptions and the discussion set forth under the heading
“Material Federal Income Tax Consequences of the
Merger” in the Registration Statement.
In
rendering our opinion, we have assumed that (i) the Merger
will be consummated in accordance with the terms of the Merger
Agreement and as described in the Registration Statement and that
none of the terms and conditions contained therein have
b
