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EXHIBIT 8(a)
[BD & G Form of Opinion]
, 1996
Bank of Boston Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Ladies and Gentlemen:
This opinion is furnished to you pursuant to Section 7.1(f) of the
Agreement and Plan of Merger dated as of December 12, 1995 (the "Agreement")
among Bank of Boston Corporation, a Massachusetts corporation ("BKBC"), Boston
Merger Corp., a Massachusetts corporation ("Sub"), and BayBanks, Inc., a
Massachusetts corporation ("BayBanks"). Pursuant to the Agreement, Sub, a newly
incorporated direct wholly-owned subsidiary of BKBC, will merge with and into
BayBanks in a transaction (the "Merger") in which the existing stockholders of
BayBanks will receive Common Stock, par value [$2.25] per share, of BKBC ("BKBC
Common Stock") in exchange for their issued and outstanding shares of Common
Stock, par value $2.00 per share, of BayBanks ("BayBanks Common Stock"). 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 Joint Proxy Statement-Prospectus dated March
, 1996 included in the Registration Statement on Form S-4 filed by BKBC with
the Securities and Exchange Commission in connection with the Merger
(Registration No. ), 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.
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 in the certificates from BKBC, BayBanks, and Sub
dated the date hereof copies of which are attached hereto (the "Certificates").
Our opinion assumes that all representations set forth in the Documents and in
the 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.
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Bank of Boston Corporation
, 1996
Page 2
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 of the Code and that accordingly:
(i) no gain or loss will be recognized by BKBC or BayBanks as
a result of the Merger;
(ii) no gain or loss will be recognized by the stockholders of
BayBanks who exchange their BayBanks Common Stock solely for BKBC
Common Stock pursuant to the Merger (except with respect to cash
received in lieu of a fractional share interest in BKBC Common Stock,
as to which the opinion set forth in this paragraph does not apply);
and
(iii) the tax basis of the BKBC Common Stock received by
stockholders who exchange all of their BayBanks Common Stock solely for
BKBC Common Stock in the Merger will be the same as the tax basis of
the BayBanks Common Stock surrendered in exchange therefor (reduced by
any amount allocable to a fractional share interest for which cash is
received).
This opinion is being delivered solely to you for your use in
connection with the referenced transaction and for such other uses to which we
have given our prior written consent. It may not be relied upon by any other
person, other than stockholders of BayBanks, or used for any other purpose.
Very truly yours,
XXXXXXX, XXXX & XXXXX LLP
