Osler, Hoskin & Harcourt LLP Letterhead]
Exhibit 8.2
[Xxxxx, Xxxxxx & Harcourt LLP Letterhead]
January 4, 2008
The Toronto-Dominion Bank
21st Floor
00 Xxxx Xxxxxx Xxxx
P.O. Box 1
Toronto, ON M5K 1A2
Dear Sirs/Mesdames:
Agreement and Plan of Merger, dated October 2, 2007, by and among The Toronto-Dominion Bank, Cardinal Merger Co. and Commerce Bancorp, Inc.
We have acted as counsel to The Toronto-Dominion Bank, a corporation chartered under the Bank Act (Canada) (“TD”), in connection with the Registration Statement on Form F-4 (the “Registration Statement”) (Registration No. 333-147304) filed by TD with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of October 2, 2007 (the “Merger Agreement”) among TD, Commerce Bancorp, Inc., a New Jersey corporation (“Commerce”), and Cardinal Merger Co., a New Jersey corporation and indirect wholly-owned subsidiary of TD (“TD Merger Sub”). This opinion is being delivered in connection with the Registration Statement, to which this opinion appears as an exhibit.
We have examined the Merger Agreement and the Registration Statement. In addition, we have examined and relied as to matters of fact upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and made such other inquiries as we have considered necessary or relevant for the purposes of this opinion. In such examination, with respect to all documents examined by us, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as duplicates, certified, conformed, telecopied or photostatic copies, and the authenticity of the originals of such latter documents. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.
In giving this opinion, we have assumed, with your permission, that (i) the Merger will be effected in accordance with the Merger Agreement, (ii) the statements concerning the Merger set forth in the Merger Agreement and the Registration Statement are true, complete and correct and will remain true, complete and correct at all times up to and including the effective time of the Merger, and (iii) any representations made in the Merger Agreement “to the knowledge of” or based on the belief of TD, TD Merger Sub, or Commerce or similarly qualified are true, complete and correct and will remain true, complete and correct at all times up to and including the effective time of the Merger, in each case without such qualification. We have also assumed that the parties have complied with and, if applicable, will continue to comply with, the covenants contained in the Merger Agreement.
Our opinion is based on the Income Tax Act (Canada), as amended (the “ITA”), and the regulations under the ITA, all specific proposals to amend the ITA and the regulations publicly announced by or on behalf of the Minister of Finance prior to the date of this opinion and the administrative and assessing practices of the Canada Revenue Agency published in writing prior to the date hereof. If there is any subsequent change in such law, regulations, proposals or practices or if there are subsequently any new applicable administrative or assessing practices, this opinion may become inapplicable.
Based and relying upon the foregoing and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the discussion contained in the Registration Statement under the caption “THE MERGER — Material Canadian Federal Income Tax Considerations” constitutes, in all material respects, an accurate summary of
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the Canadian federal income tax matters described therein subject to the qualifications, assumptions and limitations stated therein.
We express our opinion herein only as to those matters of Canadian federal income taxation specifically set forth under the caption “THE MERGER — Material Canadian Federal Income Tax Considerations” in the Registration Statement and no opinion should be inferred as to the tax consequences of the Merger under any provincial, state, local or foreign law, or with respect to any other areas of Canadian federal taxation.
This opinion is based upon and limited to the laws of Canada.
We hereby consent to the filing of this opinion as Exhibit 8.2 to the Registration Statement and to the references to our firm name therein.
Yours very truly,
/s/ Xxxxx, Xxxxxx & Harcourt LLP
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