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<TYPE>EX-8
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<FILENAME>doc5.txt
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                                  May 23, 2002



Associated  Banc-Corp
1200  Hansen  Road
Green  Bay,  WI  54304

Gentlemen:

     We  are  acting  as  tax  counsel  to  Associated  Banc-Corp,  a  Wisconsin
corporation  ("Associated"),  and  ASBC  Capital  I,  a statutory business trust
created  in the State of Delaware  (the "Trust") in connection with the proposed
issuance  of  preferred securities by the Trust.  You have requested our opinion
regarding the characterization of the Trust and the characterization of payments
to  be  made on junior subordinated debentures to be issued by Associated to the
Trust  in  connection  with the issuance of preferred interests in the Trust for
federal  income  tax  purposes  as  discussed  under  the caption "UNITED STATES
FEDERAL INCOME TAX CONSEQUENCES" in the Prospectus Supplement dated May 23, 2002
(the  "Prospectus  Supplement")  to  the  Prospectus  dated  May  20,  2002 (the
"Prospectus")  which formed a part of the Registration Statement on the Form S-3
(the  "Registration  Statement")  filed  by  Associated  and  the Trust with the
Securities  and  Exchange Commission (the "Commission") under the Securities Act
of  1933,  as  amended  (the  "Act") on May 3, 2002, as amended by Pre-Effective
Amendment  No.  1  filed  with  the Commission on May 16, 2002 and Pre-Effective
Amendment  No.  2  filed  with  the  Commission  on  May  17,  2002.

     In  rendering our opinion, we have reviewed the Registration Statement, the
Prospectus, the Prospectus Supplement, the form of Junior Subordinated Indenture
(the "Indenture"), the form of Amended and Restated Trust Agreement, the form of
Guarantee Agreement, forms of which were included in or filed as exhibits to the
Registration  Statement, a certificate of fact furnished by Associated, dated as
of  May  23,  2002  and  such  other  materials  as  we have deemed necessary or
appropriate  as  a  basis  for our opinion.  In addition, we have considered the
applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury
Regulations,  pertinent  judicial  authorities,  rulings of the Internal Revenue
Service  and  such  other  authorities  as  we  have  considered  relevant.

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     In  our  examination of relevant documents, we have assumed the genuineness
of  all  signatures,  the  conformity  to  original  documents  of all copies of
documents  submitted  to us, the authenticity of such copies and the accuracy of
all  financial  information  and  calculations  provided  by  or  performed  by
Associated.  In  addition, we also have assumed that the transactions related to
the issuance of the junior subordinated debentures and preferred securities will
be  consummated  in  accordance  with  the  terms  of the documents and forms of
documents  described herein.  We cannot and do not represent that we checked the
accuracy  or  the statements of fact or financial calculations contained in such
documents  and  in  documents  incorporated  by reference.  Our opinion could be
affected  if  any of the information on which we have relied is incorrect, or if
changes  in  the  relevant  facts  occur  after  the  date  hereof.

     Based  on the foregoing, and assuming material compliance with the terms of
the Amended and Restated Trust Agreement, Guarantee Agreement and Indenture (and
other  relevant  documents)  it  is  our  opinion  that:

          (1)     The  Trust  will  be  characterized  for United States federal
income tax purposes as a grantor trust and will not be taxable as a corporation.

          (2)     The  junior subordinated debentures to be issued by Associated
to the Trust will be classified for United States federal income tax purposes as
indebtedness  of  Associated.

          (3)     The statements under the caption "UNITED STATES FEDERAL INCOME
TAX  CONSEQUENCES"  in  the  Prospectus  Supplement,  insofar as they purport to
constitute summaries of matters of United States federal tax law and regulations
or  legal conclusions with respect thereto, constitute accurate summaries of the
matters  described  therein  in  all  material  respects.

     The  opinions  expressed  herein  represent  our  conclusions  as  to  the
application  of  existing federal income tax law to the facts as presented to us
relating  to the preferred securities and junior subordinated debentures, and we
give  no  assurance  that changes in such law or any interpretation thereof will
not  affect  the  opinions expressed by us.  Moreover, there can be no assurance
that this opinion will not be challenged by the Internal Revenue Service or that
a  court  considering  the  issues  will  not hold contrary to such opinion.  We
express  no  opinion  on  the  treatment  of  the  preferred  securities  or the

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junior  subordinated  debentures under the income tax laws of any state or other
taxing  jurisdiction.  We  assume  no  obligation  to  advise you of any changes
concerning  the above, whether or not deemed material, which may hereafter come,
or  be brought, to our attention.  The opinions expressed herein are a matter of
professional  judgment  and  are  not  a  guarantee  of  result.

     This  opinion  is addressed to you and is solely for your use in connection
with  the  issuance  of  the  preferred  securities  and the junior subordinated
debentures.  We  assume  no  professional  responsibility to any other person or
entity  whatsoever.  Accordingly,  the  opinions  expressed herein are not to be
utilized  or  quoted  by, or delivered or disclosed to, in whole or in part, any
other  person,  corporation,  entity  or governmental authority without, in each
instance,  our  prior  written  consent.

     We  hereby  consent to the use of our name under the caption "UNITED STATES
FEDERAL  INCOME  TAX  CONSEQUENCES"  and  "Legal  Matters"  in  the  Prospectus
Supplement  and  to the filing of this opinion as an exhibit to the Registration
Statement.  In giving this consent, we do not admit that we are "experts" within
the  meaning  of  Section  11  of the Act or that we come within the category of
persons  whose  consent  is required under Section 7 of the Act or the rules and
regulations  of  the  Commission  thereunder.


                              Yours  very  truly,

                              REINHART  BOERNER  VAN  DEUREN  S.C.

                              BY   /s/ John L. Schliesmann

                               John L. Schliesmann


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