EXHIBIT 8(a)
May 7, 1998
UST Corp.
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Ladies and Gentlemen:
This opinion is furnished to you pursuant to Section 6.02(e) of the
Affiliation Agreement and Plan of Reorganization dated as of December 15, 1997
(the "Agreement") among UST Corp., a Massachusetts corporation, Mosaic Corp., a
Massachusetts corporation and wholly owned subsidiary of UST Corp., and
Affiliated Community Bancorp, Inc., a Massachusetts corporation ("AFCB").
Pursuant to the Agreement, AFCB will merge with and into Mosaic Corp. in a
transaction (the "Merger") in which the existing stockholders of AFCB, other
than dissenting stockholders, will receive common stock of UST Corp. in exchange
for their issued and outstanding shares of common stock of AFCB. You have
requested our opinion as to certain federal income tax consequences anticipated
to follow from implementation of 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 Notices of Special Meeting of
Stockholders of UST Corp. and AFCB and accompanying Joint Proxy
Statement-Prospectus dated May 11, 1998, included in the Registration
Statement on Form S-4 filed with the Securities and Exchange Commission by
UST Corp. and AFCB on or about May 7, 1998 and related documents
(collectively, the "Documents"). In that examination, we have assumed the
genuineness of all signatures, the authenticity and completeness of all
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May 7, 1998
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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.
As to certain factual matters, we have relied with your consent upon, and
our opinion is limited by, the representations of the various parties set forth
in the Documents and on the Certificates from UST Corp., Mosaic Corp., AFCB, and
certain shareholders of AFCB dated on or about the date hereof copies of which
are attached hereto. Our opinion assumes that all representations set forth in
the Documents and in such Certificates are true and correct in all material
aspects as of the date hereof. In addition, 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, and 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, we are of
the opinion that for federal income tax purposes, the Merger will constitute a
reorganization under Section 368(a) of the Code.
This opinion is being delivered to you for your use in connection
with the referenced transaction and such other uses to which we have given
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May 7, 1998
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our prior written consent.
Very truly yours,
/s/ Xxxxxxx Xxxx LLP
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XXXXXXX XXXX LLP
