Exhibit 8.2
[XXXXX XXXXXXX & XXXXXXX P.C. LETTERHEAD]
May 10, 1999
PierBank, Inc.
000 Xxxxxxxxx Xxxx
Xxxxx Xxxxxxxxx, Xxxxx Xxxxxx 00000
Re: Merger of PierBank, Inc., with and into The Washington Trust
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Company of Westerly
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Ladies and Gentlemen:
This opinion is delivered to you in our capacity as counsel to PierBank,
Inc., a Rhode Island chartered bank ("Bank"), in connection with the treatment
for federal income tax purposes of the proposed merger (the "Merger") of Bank,
with and into The Washington Trust Company of Westerly, a Rhode Island chartered
trust company ("WTC") and a wholly owned subsidiary of Washington Trust Bancorp,
Inc., a Rhode Island corporation ("Parent"), pursuant to an Agreement and Plan
of Merger (the "Merger Agreement") dated as of February 22, 1999, by and among
Parent, WTC and Bank. This opinion relates to the qualification of the proposed
Merger as a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), the status of Parent, WTC and
Bank as parties to such proposed reorganization within the meaning of Section
368(b) of the Code and, if the Merger is effectuated, the treatment for federal
income tax purposes of the stockholders of the Bank who receive Parent stock
solely in exchange for their Bank stock pursuant to the Merger Agreement.
For purposes of the opinions set forth below, we have assumed that the
transactions described in the Merger Agreement have received the required
regulatory approvals and have been approved by all necessary corporate action of
the Parent and Bank and in this regard have reviewed and relied upon the Merger
Agreement and such other documents, records
and instruments as we have deemed necessary or appropriate as a basis for our
opinion. We have also assumed that there will be no change in the law or the
requirements in the applicable regulations for the transactions described in the
Merger Agreement to qualify as a reorganization under Section 368(a) of the
Code, for Parent, WTC and Bank to qualify as parties to a reorganization under
Section 368(b) of the Code and for the stockholders of the Bank to be entitled
to receive without the recognition of gain or loss stock in the Parent solely in
exchange for their stock in the Bank pursuant to the Merger Agreement. In
addition, in rendering our opinion we have relied upon certain statements,
representations and warranties made by Parent, WTC and Bank set forth in
representation letters provided to us by Parent, WTC and Bank in connection with
the preparation of this opinion and have relied on the representation of such
parties that comparable representations will be made to us on the effective date
of the Merge; at which time it is anticipated that an opinion comparable to the
opinion set forth herein will be issued to the Bank and its stockholders
concerning the Merger. We have assumed that such statements, representations
and warranties are true, correct, complete and not breached and will continue to
be so through the date of the Merger, that no actions that are inconsistent with
such statements, representations and warranties will be taken and that all
representations, statements and warranties made to "the best knowledge of" any
person or with similar qualification are and will be true, correct and complete
as if made without such qualification. We also have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to the original documents of all documents submitted to us as
copies, the authority and capacity of the individual or individuals who executed
any such documents on behalf of any person, the conformity to the final
documents of all documents submitted to us as drafts and the accuracy and
completeness of all records made available to us. In addition, we have assumed
that the Merger will be consummated in accordance with the Merger Agreement,
that the Merger Agreement and the transactions described therein will receive
all required regulatory approvals and that those transactions will be approved
by all necessary corporate action of Parent and Bank, that the Merger will
qualify
as a merger under the applicable laws of Rhode Island, that each of Parent, WTC
and Bank will comply with all reporting obligations with respect to the Merger
required under the Code and the Treasury Regulations thereunder, and that the
Merger Agreement is valid and binding in accordance with its terms.
Any inaccuracy in, or breach of, any of the aforementioned statements,
representations, warranties and assumptions or any change after the date hereof
in applicable law could adversely affect our opinions. No ruling has been or
will be sought from the Internal Revenue Service by Parent, WTC and Bank as to
the federal income tax consequences of any aspect of the Merger.
Based upon and subject to the foregoing, as well as the limitations set
forth below, it is our opinion, under presently applicable federal income tax
law, that the Merger of Bank with and into WTC will qualify as a reorganization
within the meaning of Section 368(a) of the Code, that Parent, WTC and Bank will
each be parties to such reorganization within the meaning of Section 368(b) of
the Code and that no gain or loss will be recognized by the stockholders of the
Bank under Section 354 of Code on their receipt of Parent stock solely in
exchange for their Bank stock pursuant to the Merger Agreement.
We express no opinion herein other than the opinions expressly set forth
above. In particular, no opinion is expressed as to the tax consequences of any
of the transactions under any foreign, state, or local tax law. You should
recognize that our opinions are not binding on the Internal Revenue Service and
that a court or the Internal Revenue Service may disagree with the opinions
contained herein. Although we believe that our opinions will be sustained if
challenged, there can be no assurance that this will be the case. The
discussion and conclusions set forth above are based
upon current provisions of the Code, the Income Tax Regulations and Procedure
and Administration Regulations promulgated thereunder, and existing
administrative and judicial interpretations thereof, all of which are
subject to change; potentially with retroactive effect. Changes in applicable
law could adversely affect our opinions. We do not undertake to advise you as
to any changes after the date hereof in applicable law that may affect our
opinions.
This opinion is being provided to you in connection with the transactions
set forth in the Merger Agreement, may be relied upon by the bank and its
stockholders and may not be relied upon by any other person or used 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
use of the name of our firm therein and under the heading "Material Federal
Income Tax Consequences" in the Registration Statement.
Very truly yours,
/s/ Xxxxx Xxxxxxx & Xxxxxxx P.C.
Xxxxx Xxxxxxx & Xxxxxxx P.C.
