EXHIBIT 8.1 April 26, 2001 First International Bancorp, Inc. 280 Trumbull Street Hartford, CT 06130 Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 7.2(f) of the Agreement and Plan of Merger dated as of January 15, 2001 (the "Agreement"), among United Parcel Service, Inc., a Delaware corporation ("Parent"), Stag Merger Company, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub"), and First International Bancorp, Inc., a Delaware corporation ("Target"). Pursuant to the Agreement, Merger Sub will merge with and into Target in a transaction (the "Merger") in which the existing stockholders of Target will receive Parent Common Stock and in which Target will become a wholly-owned subsidiary of Parent. You have requested our opinion as to certain federal income tax consequences anticipated to follow from implementation of the Agreement. Capitalized terms not defined herein have the respective meanings set forth in the Agreement. For purposes of our opinion, we have examined and relied upon the originals or copies, certified or otherwise identified to us to our satisfaction, of the Agreement, the proxy statement/prospectus dated April 26, 2001 included in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by Parent in connection with the Merger, and related documents (collectively, the "Documents"). In that examination, we have assumed the genuineness of all signatures, the authenticity and completeness of all documents purporting to be originals (whether reviewed by us in original or copy form) and the conformity to the originals of all documents purporting to be copies, including electronic copies. First International Bancorp, Inc. April 26, 2001 Page 2 As to certain factual matters, we have relied with your consent upon, and our opinion is limited by, the representations and statements of the various parties set forth in the Documents and in the certificates from Parent, Merger Sub, and Target dated the date hereof, copies of which are attached hereto (the "Certificates"). Our opinion assumes (i) that all representations and statements set forth in the Documents and in the Certificates are true, correct, and complete as of the dates made and as of the date hereof, and (ii) that those representations and statements will remain true, correct and complete at all times through and at the Effective Time. Our opinion is limited solely to the provisions of the federal Internal Revenue Code as now in effect (the "Code"), and the regulations, rulings, and interpretations thereof in force as of this date and we assume no obligation to advise you of changes in the law or fact that occur after the date of this opinion. On the basis of and subject to the foregoing, assuming due adoption and implementation of the Agreement in accordance with its terms and consistent with the representations set out in the Documents and Certificates (and without any waiver or modification of any thereof), we are of the opinion that for federal income tax purposes (i) the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code, and (ii) no gain or loss will be recognized by stockholders of Target who exchange all of their Target Common Stock solely for Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of a fractional share of Parent Common Stock. This opinion is being delivered solely to you for your use in connection with the Merger. It may not be made available to or relied upon by any other person or entity or used for any other purpose without our prior written consent. We hereby consent to the use of our name in the Registration Statement under the caption "Material Federal Income Tax Consequences" and to the filing of this opinion as an exhibit to the Registration Statement. First International Bancorp, Inc. April 26, 2001 Page 3 Very truly yours, /s/ Bingham Dana LLP BINGHAM DANA LLP