1
Exhibit 8.2
[Xxxxxxx Xxxxxxx & Xxxxxxxx Letterhead]
(000) 000-0000
September 12, 1997
Re: Agreement and Plan of Combination, dated as of June 22, 1997, by
and among North American Mortgage Company, Dime Bancorp, Inc., The
Dime Savings Bank of New York, FSB and 47th St. Property
Corporation, as amended and restated as of July 31, 1997
North American Mortgage Company
0000 Xxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
You have requested our opinion with respect to certain United States
federal income tax consequences of the proposed transaction in which 47th St.
Property Corporation ("Merger Sub") will merge with and into North American
Mortgage Company ("NAMC") (the "Merger"), with NAMC surviving the Merger as a
wholly owned subsidiary of The Dime Savings Bank of New York, FSB ("Dime Bank").
All capitalized terms used but not defined herein have the meanings ascribed to
them in the Agreement and Plan of Combination, dated as of June 22, 1997, by and
among NAMC, Dime Bancorp, Inc. ("Dime"), Dime Bank and Merger Sub, as amended
and restated as of July 31, 1997 (the "Merger Agreement"). This opinion is being
delivered pursuant to Section 7.02(d) of the Merger Agreement.
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North American Mortgage Company -2- September 12, 1997
In acting as counsel to NAMC in connection with the Merger, we have, in
preparing our opinion, as hereinafter set forth, participated in the preparation
of the Merger Agreement and the preparation and filing with the Securities and
Exchange Commission of the Proxy Statement of NAMC and Prospectus of Dime
Bancorp, Inc. (the "Proxy-Prospectus") constituting a part of the Registration
Statement on Form S-4 relating to the proposed Merger and to the NAMC Common
Stock to be issued to Merger Sub stockholders in the Merger pursuant to the
Merger Agreement (the "Registration Statement"), to which this opinion appears
as an exhibit.
You have requested that we render the opinions set forth below. In
rendering such opinions, we have assumed with your consent (i) that the Merger
will be effected in accordance with the Merger Agreement, (ii) that at the time
of the Closing we will receive representation letters from NAMC, Dime and Dime
Bank (forms of which are attached hereto as Exhibits A, B and C, respectively)
and that such representation letters of NAMC, Dime and Dime Bank will be true
and accurate as of the date thereof and will remain true and accurate as of the
Effective Time unless we are otherwise notified in writing; (iii) that the
representations and warranties contained in the Merger Agreement, and statements
as to factual matters contained in the Proxy-Prospectus, are true, correct and
complete as of the date hereof and will be true, correct and complete as of the
Effective Time; and (iv) that the parties have complied with and, if applicable,
will continue to comply with, the covenants contained in the Merger Agreement.
We have examined the documents referred to above and the original, or copies
certified or
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North American Mortgage Company -3- September 12, 1997
otherwise identified to our satisfaction, of such records, documents,
certificates or other instruments and made such other inquiries as in our
judgment are necessary and appropriate to enable us to render the opinions set
forth below. We have not, however, undertaken any independent investigation of
any factual matter set forth in any of the foregoing.
If the Merger is effected on a factual basis different from that
contemplated above, any or all of the opinions expressed herein may be
inapplicable. Further, our opinions are based on (i) the Internal Revenue Code
of 1986, as amended (the "Code"), (ii) Treasury Regulations, (iii) judicial
precedents and (iv) administrative interpretations (including the current ruling
practice of the Internal Revenue Service) as of the date hereof. If there is any
subsequent change in the applicable law or regulations, or if there are
subsequently any new administrative or judicial interpretations of the law or
regulations, any or all of the individual opinions expressed herein may become
inapplicable.
Subject to the foregoing and to the qualifications and limitations set
forth herein, and assuming that the Merger is effected in accordance with the
terms of the Merger Agreement and the General Corporation Law of the State of
Delaware and as described in the Registration Statement, we are of the opinion
that for United States federal income tax purposes:
(1) The Merger will be treated as a reorganization within the meaning
of Section 368(a) of the Code, and NAMC, Dime and Dime Bank will each
be a party to that reorganization within the meaning of Section 368(b)
of the Code;
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North American Mortgage Company -4- September 12, 1997
(2) No gain or loss will be recognized by NAMC, Dime or Dime Bank
pursuant to the Merger;
(3) No gain or loss will be recognized by holders of NAMC Common
Stock upon the cancellation of their NAMC Common Stock, together with
the associated NAMC Rights and conversion thereof into Dime Common
Stock, together with the associated Dime Rights, pursuant to the
Merger, except that a holder of NAMC Common Stock that receives cash in
lieu of a fractional share interest in Dime Common Stock will generally
recognize capital gain or loss equal to the difference between the cash
received and the tax basis allocated to the fractional share interest
as if the fractional share interest had been distributed as part of the
Merger and then redeemed by NAMC for cash; and
(4) The statements set forth under the caption "Certain Federal
Income Tax Consequences" in the Registration Statement, insofar as they
constitute statements of United States federal income tax law or legal
conclusions, accurately summarize the material United States federal
income tax consequences of the Merger.
We express our opinions herein only as to those matters specifically
set forth above and no opinion should be inferred as to the tax consequences of
the Merger under any state, local or foreign law, or with respect to other areas
of United States federal taxation. The foregoing opinion does not address
certain federal income tax consequences applicable to special classes of
taxpayers including, without limitation, foreign corporations, tax-exempt
entities, persons who do not hold their NAMC Common Stock as capital assets and
persons who acquired NAMC Common Stock pursuant to the exercise of an employee
option or otherwise as compensation.
This opinion is not binding on the Internal Revenue Service and there
can be no assurance, and none is thereby given, that the Internal Revenue
Service will not take a
5
North American Mortgage Company -5- September 12, 1997
position contrary to one or more of the positions reflected in the foregoing
opinion, or that our opinion will be upheld by the courts if challenged by the
Internal Revenue Service.
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the federal law of the
United States. We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement
and to the use of our name under the caption "Certain Federal Income Tax
Consequences -- Tax Opinions" in the Registration Statement.
Very truly yours,
/s/ XXXXXXX XXXXXXX & XXXXXXXX
6
Exhibit A
[NAMC Letterhead]
August 29, 1997
Re: Agreement and Plan of Combination dated as of June 22, 1997 by and
among North American Mortgage Company, Dime Bancorp, Inc., The
Dime Savings Bank of New York, FSB and 47th St. Property
Corporation, Amended and Restated as of July 31, 1997
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The following facts and representations are being furnished to you in
connection with the preparation of your tax opinion to be provided in connection
with the Merger. We understand that you will be relying on such facts and
representations in delivering your opinion and that the delivery of such opinion
is a condition precedent to the Merger. Unless otherwise defined herein,
capitalized terms shall have the meanings ascribed to them in the Agreement and
Plan of Combination dated as of June 22, 1997 by and among North American
Mortgage Company ("NAMC"), Dime Bancorp, Inc. ("Dime"), The Dime Savings Bank of
New York, FSB ("Dime Bank") and 47th St. Property Corporation ("Merger Sub"),
Amended and Restated as of July 31, 1997 (the "Merger Agreement").
The following facts and representations are true and accurate as of the
date hereof, and you may assume that such facts and representations will remain
true and accurate through and including the Effective Time unless we notify you
in writing:
1. The Merger will be effected in accordance with the Merger Agreement.
7
Xxxxxxx Xxxxxxx & Xxxxxxxx -2- August 29, 1997
Xxxxxxxx & Xxxxxxxx
2. The fair market value of the Dime Common Stock received (including
any fractional shares for which cash is received) by each holder of NAMC Common
Stock will be approximately equal to the fair market value of the NAMC Common
Stock surrendered in the Merger.
3. There is no plan or intention by the shareholders of NAMC who own 5
percent or more of the NAMC Common Stock, and to the best of the knowledge of
the management of NAMC, there is no plan or intention on the part of the
remaining holders of NAMC Common Stock to sell, exchange, or otherwise dispose
of a number of shares of Dime stock received in the Merger that would reduce the
NAMC shareholders' ownership of Dime Common Stock to a number of shares having a
value, as of the Effective Date, of less than 50 percent of the value of all of
the formerly outstanding NAMC Common Stock as of the Effective Date. For
purposes of this representation, shares of NAMC Common Stock exchanged for cash
in lieu of fractional shares of Dime Common Stock will be treated as outstanding
NAMC Common Stock on the Effective Date. Moreover, shares of NAMC Common Stock
and shares of Dime Common Stock held by NAMC shareholders and otherwise sold,
redeemed, or disposed of prior or subsequent to the Merger will be considered in
making this representation.
4. NAMC has no plan or intention to issue additional shares of its
stock that would result in Dime Bank losing control of NAMC within the meaning
of Section 368(c)(1) of the Internal Revenue Code of 1986, as amended (the
"Code").
5. Dime, Dime Bank, NAMC and the holders of NAMC Common Stock will pay
their respective expenses, if any, incurred in connection with the Merger,
except that printing expenses and SEC registration fees shall be shared equally
between NAMC and Dime.
6. To the knowledge of the management of NAMC, none of the NAMC stock
acquired by Dime Bank will be subject to any liabilities.
7. At the Effective Time, NAMC will not have outstanding any warrants,
options, convertible securities, or any other type of right pursuant to which
any person could acquire stock in NAMC that, if exercised or converted, would
affect Dime Bank's acquisition or retention of control of NAMC, as defined in
Section 368(c)(1) of the Code.
8. NAMC is not an investment company as defined in Section
368(a)(2)(F)(iii) and (iv) of the Code.
9. There will be no dissenters exercising statutory rights under the
General Corporation Law of the State of Delaware pursuant to the Merger.
10. On the Effective Date, the fair market value of the assets of NAMC
will exceed the sum of its liabilities plus the liabilities, if any, to which
the assets are subject.
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Xxxxxxx Xxxxxxx & Xxxxxxxx -3- August 29, 1997
Xxxxxxxx & Xxxxxxxx
11. The payment of cash in lieu of fractional shares of Dime Common
Stock is solely for the purpose of avoiding the expense and inconvenience to
Dime of issuing fractional shares and does not represent separately
bargained-for consideration. The total cash consideration that will be paid in
the Merger to the holders of NAMC Common Stock instead of issuing fractional
shares of Dime Common Stock will not exceed one percent of the total
consideration that will be issued in the Merger to the holders of NAMC Common
Stock in exchange for their shares of NAMC Common Stock. The fractional share
interests of each NAMC shareholder will be aggregated, and no holder of NAMC
Common Stock will receive cash in an amount equal to or greater than the value
of one full share of Dime Common Stock.
12. None of the compensation received by any stockholder-employee of
NAMC will be separate consideration for, or allocable to, any such shareholder-
employee's shares of NAMC stock. None of the shares of Dime Common Stock
received by any such stockholder-employee will be separate consideration for, or
allocable to, any employment, consulting or similar arrangement. The
compensation paid to any such stockholder-employee will be for services actually
rendered and will be commensurate with amounts paid to third parties bargaining
at arm's length for similar services.
NAMC acknowledges that your tax opinion may not accurately describe the
effects of the Merger if any of the foregoing facts or representations are
inaccurate in any respect.
Very truly yours,
North American Mortgage Company
/s/ Xxxxxxxx X. Xxxxx
___________________________________
By: Xxxxxxxx X. Xxxxx
Title: President and Chief Operating
Officer
9
Exhibit B
[Dime Bancorp, Inc. Letterhead]
September 3, 1997
Re: Agreement and Plan of Combination dated as of June 22, 1997 by and
among North American Mortgage Company, Dime Bancorp, Inc., The
Dime Savings Bank of New York, FSB and 47th St. Property
Corporation, Amended and Restated as of July 31, 1997
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The following facts and representations are being furnished to you in
connection with the preparation of your tax opinion to be provided in connection
with the Merger. We understand that you will be relying on such facts and
representations in delivering your opinion and that the delivery of such opinion
is a condition precedent to the Merger. Unless otherwise defined herein,
capitalized terms shall have the meanings ascribed to them in the Agreement and
Plan of Combination dated as of June 22, 1997 by and among North American
Mortgage Company ("NAMC"), Dime Bancorp, Inc. ("Dime"), The Dime Savings Bank of
New York, FSB ("Dime Bank") and 47th St. Property Corporation ("Merger Sub"),
Amended and Restated as of July 31, 1997 (the "Merger Agreement").
The following facts and representations are true and accurate as of the
date hereof, and you may assume that such facts and representations will remain
true and accurate through and including the Effective Time unless we notify you
in writing:
1. The Merger will be effected in accordance with the Merger Agreement.
10
Xxxxxxx Xxxxxxx & Xxxxxxxx -2- September 3, 1997
Xxxxxxxx & Xxxxxxxx
2. The fair market value of the Dime Common Stock received (including
any fractional shares for which cash is received) by each holder of NAMC Common
Stock will be approximately equal to the fair market value of the NAMC Common
Stock surrendered in the Merger.
3. Dime has no plan or intention to (nor to cause Dime Bank to)
liquidate NAMC; merge NAMC into another corporation; cause NAMC to sell or
otherwise dispose of any of its assets, except for dispositions made in the
ordinary course of business; or sell or otherwise dispose of any of the NAMC
stock acquired in the Merger, except for transfers described in Section
368(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the "Code").
4. Dime has no plan or intention to reacquire any of the Dime Common
Stock issued in the Merger.
5. Dime, Dime Bank, NAMC and the holders of NAMC Common Stock will pay
their respective expenses, if any, incurred in connection with the Merger,
except that printing expenses and SEC registration fees shall be shared equally
between NAMC and Dime.
6. Dime Bank will acquire NAMC stock solely in exchange for Dime
voting stock (except to the extent of cash paid in lieu of fractional shares of
Dime voting stock). For purposes of this representation, NAMC stock redeemed for
cash or other property furnished by Dime or Dime Bank will be considered as
acquired by Dime Bank. Further, no liabilities of NAMC or the holders of NAMC
stock will be assumed by Dime or Dime Bank. Nor will any of the NAMC stock be
subject to any liabilities.
7. Dime does not own, directly or indirectly, nor has it owned during
the past five years, directly or indirectly, any stock of NAMC.
8. Dime is not an investment company as defined in Section
368(a)(2)(F)(iii) and (iv) of the Code.
9. The payment of cash in lieu of fractional shares of Dime Common
Stock is solely for the purpose of avoiding the expense and inconvenience to
Dime of issuing fractional shares and does not represent separately
bargained-for consideration. The total cash consideration that will be paid in
the Merger to the holders of NAMC Common Stock instead of issuing fractional
shares of Dime Common Stock will not exceed one percent of the total
consideration that will be issued in the Merger to the holders of NAMC Common
Stock in exchange for their shares of NAMC Common Stock. The fractional share
interests of each NAMC shareholder will be aggregated, and no holder of NAMC
Common Stock will receive cash in an amount equal to or greater than the value
of one full share of Dime Common Stock.
11
Xxxxxxx Xxxxxxx & Xxxxxxxx -3- September 3, 1997
Xxxxxxxx & Xxxxxxxx
Dime acknowledges that your tax opinion may not accurately describe the
effects of the Merger if any of the foregoing facts or representations are
inaccurate in any respect.
Very truly yours,
DIME BANCORP, INC.
/s/ Xxxx X. Xxxxxx
___________________
By: Xxxx X. Xxxxxx
Title: Executive Vice
President and
General Counsel
12
Exhibit C
[The Dime Savings Bank of New York, FSB Letterhead]
September 3, 1997
Re: Agreement and Plan of Combination dated as of June 22, 1997 by and
among North American Mortgage Company, Dime Bancorp, Inc., The
Dime Savings Bank of New York, FSB and 47th St. Property
Corporation, Amended and Restated as of July 31, 1997
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The following facts and representations are being furnished to you in
connection with the preparation of your tax opinion to be provided in connection
with the Merger. We understand that you will be relying on such facts and
representations in delivering your opinion and that the delivery of such opinion
is a condition precedent to the Merger. Unless otherwise defined herein,
capitalized terms shall have the meanings ascribed to them in the Agreement and
Plan of Combination dated as of June 22, 1997 by and among North American
Mortgage Company ("NAMC"), Dime Bancorp, Inc. ("Dime"), The Dime Savings Bank of
New York, FSB ("Dime Bank") and 47th St. Property Corporation ("Merger Sub"),
Amended and Restated as of July 31, 1997 (the "Merger Agreement").
The following facts and representations are true and accurate as of the
date hereof, and you may assume that such facts and representations will remain
true and accurate through and including the Effective Time unless we notify you
in writing:
1. The Merger will be effected in accordance with the Merger Agreement.
13
Xxxxxxx Xxxxxxx & Xxxxxxxx -2- September 3, 1997
Xxxxxxxx & Xxxxxxxx
2. The fair market value of the Dime Common Stock received (including
any fractional shares for which cash is received) by each holder of NAMC Common
Stock will be approximately equal to the fair market value of the NAMC Common
Stock surrendered in the Merger.
3. Dime Bank has no plan or intention to liquidate NAMC; merge NAMC
into another corporation; cause NAMC to sell or otherwise dispose of any of its
assets, except for dispositions made in the ordinary course of business; or sell
or otherwise dispose of any of the NAMC stock acquired in the Merger, except for
transfers described in Section 368(a)(2)(C) of the Internal Revenue Code of
1986, as amended (the "Code").
4. Dime Bank has no plan or intention to acquire any of the Dime
Common Stock issued in the Merger.
5. Dime, Dime Bank, NAMC and the holders of NAMC Common Stock will pay
their respective expenses, if any, incurred in connection with the Merger,
except that printing expenses and SEC registration fees shall be shared equally
between NAMC and Dime.
6. Dime Bank will acquire NAMC stock solely in exchange for Dime
voting stock (except to the extent of cash paid in lieu of fractional shares of
Dime voting stock). For purposes of this representation, NAMC stock redeemed for
cash or other property furnished by Dime or Dime Bank will be considered as
acquired by Dime Bank. Further, no liabilities of NAMC or the holders of NAMC
stock will be assumed by Dime or Dime Bank. Nor will any of the NAMC stock be
subject to any liabilities.
7. Dime Bank does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any stock of NAMC.
8. Following the transaction, NAMC will continue its historic business
or use a significant portion of its historic business assets in a business.
9. Dime Bank is not an investment company as defined in Section
368(a)(2)(F)(iii) and (iv) of the Code.
10. The payment of cash in lieu of fractional shares of Dime Common
Stock is solely for the purpose of avoiding the expense and inconvenience to
Dime of issuing fractional shares and does not represent separately
bargained-for consideration. The total cash consideration that will be paid in
the Merger to the holders of NAMC Common Stock instead of issuing fractional
shares of Dime Common Stock will not exceed one percent of the total
consideration that will be issued in the Merger to the holders of NAMC Common
Stock in exchange for their shares of NAMC Common Stock. The fractional share
interests of each NAMC shareholder will be aggregated, and no
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Xxxxxxx Xxxxxxx & Xxxxxxxx -3- September 3, 1997
Xxxxxxxx & Xxxxxxxx
holder of NAMC Common Stock will receive cash in an amount equal to or greater
than the value of one full share of Dime Common Stock.
Dime Bank acknowledges that your tax opinion may not accurately
describe the effects of the Merger if any of the foregoing facts or
representations are inaccurate.
Very truly yours,
THE DIME SAVINGS BANK
OF NEW YORK, FSB
/s/ Xxxx X. Xxxxxx
______________________
By: Xxxx X. Xxxxxx
Title: Executive Vice President
and General Counsel
