[LETTERHEAD OF XXXXXXX XXXXXXX & XXXXXXXX APPEARS HERE]
January 4, 1996
Re: Agreement and Plan of Merger dated as of
October 10, 1995 by and between Meridian
Bancorp, Inc. and CoreStates Financial Corp.
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CoreStates Financial Corp.
Xxxxx & Xxxxxxxx Xxxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Ladies and Gentlemen:
You have requested our opinion with respect to certain United States
("U.S.") federal income tax consequences of the proposed transaction in which
Meridian Bancorp, Inc. ("Meridian") will merge (the "Merger") with and into
CoreStates Financial Corp. ("CoreStates"). All capitalized terms used but not
defined herein shall have the meaning ascribed to such terms in the Agreement
and Plan of Merger, dated as of October 10, 1995, by and between Meridian and
CoreStates (the "Merger Agreement").
Meridian is a corporation duly organized and existing in good standing
under the laws of the Commonwealth of Pennsylvania. The capital structure of
Meridian as of September 30, 1995 is described in A. of the Recitals to the
Merger Agreement.
CoreStates is a corporation duly organized and existing in good standing
under the laws of the Commonwealth of Pennsylvania. The capital structure of
CoreStates as of June 30, 1995 is described in B. of the Recitals to the Merger
Agreement.
XXXXXXX XXXXXXX & XXXXXXXX
CoreStates Financial Corp. -2- January 4, 1996
Upon receipt of all required approvals and the expiration of all
required waiting periods, and upon the satisfaction or waiver of all other
conditions precedent set forth in the Merger Agreement, the Merger will be
effected as set forth in the following summary:
(i) Meridian will merge with and into CoreStates under the laws of the
Commonwealth of Pennsylvania, with CoreStates being the surviving entity.
(ii) Subject to certain exceptions set forth in the Merger Agreement, each
holder of Meridian Common Stock (other than CoreStates or any wholly-owned
subsidiary of CoreStates) (each a "Meridian Shareholder") will receive, for
each share of Meridian Common Stock held by such Meridian Shareholder, the
number of shares of CoreStates Common Stock determined pursuant to Section
2.01(B) of the Merger Agreement.
(iii) The rights of holders of the Meridian Stock Options will be converted
into the right to acquire shares of CoreStates Common Stock as provided in
Section 2.07 of the Merger Agreement.
(iv) No fractional shares of CoreStates Common Stock will be issued in the
Merger. Instead, the fractional share interests in CoreStates Common Stock
that would otherwise be received by the Meridian Shareholders will be paid for
in cash as provided in Section 2.03 of the Merger Agreement.
(v) The Meridian Shareholders are not entitled to exercise any
dissenters' rights in connection with the Merger.
In acting as counsel to CoreStates 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 a Joint Proxy Statement of CoreStates and
Meridian and Prospectus of CoreStates relating to the proposed Merger and to the
shares of CoreStates Common Stock to be issued to the Meridian shareholders in
the Merger pursuant to the Merger Agreement (the "Proxy Statement/Prospectus").
XXXXXXX XXXXXXX & XXXXXXXX
CoreStates Financial Corp. -3- January 4, 1996
You have requested that we render the opinions set forth below. In
rendering such opinions, we have assumed with your consent that the Merger will
be effected in accordance with the Merger Agreement and that the letters of
representation, dated as of the date hereof, that each of CoreStates and
Meridian have provided to us and to Xxxxxxx & Xxx, counsel to Meridian, will be
true as of the Effective Time. We have examined the documents referred to above
and the originals, or copies certified or otherwise identified to our
satisfaction, of such records, documents, certificates or other instruments and
made such other inquiries as in our judgment are necessary or 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 opinion is based on the Internal Revenue Code of
1986, as amended (the "Code"), Treasury Regulations, administrative
interpretations, and judicial precedents, all 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 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 consummated in accordance with the
Merger Agreement (and exhibits thereto) and the laws of the Commonwealth of
Pennsylvania and
XXXXXXX XXXXXXX & XXXXXXXX
CoreStates Financial Corp. -4- January 4, 1996
as described in the Proxy Statement/Prospectus, we are of the opinion that for
U.S. federal income tax purposes:
1. The Merger will be treated for U.S. federal income tax purposes as a
reorganization within the meaning of section 368(a) of the Code, and CoreStates
and Meridian will each be party to that reorganization within the meaning of
section 368(b) of the Code.
2. No income, gain or loss will be recognized for U.S. federal income tax
purposes by the Meridian Shareholders upon their exchange, pursuant to the
Merger, of shares of Meridian Common Stock for shares of CoreStates Common Stock
(except to the extent of any cash received in lieu of fractional share interests
of CoreStates Common Stock).
We express our opinion herein only as to those matters specifically set
forth above and no opinion should be inferred as to the tax consequences of the
Merger with respect to other areas of U.S. federal taxation. We hereby consent
to the filing of this opinion as an exhibit to the Proxy Statement/Prospectus
and to the use of our name under the captions "The Merger - Certain Federal
Income Tax Consequences" and "Legal Matters" in the Proxy Statement/Prospectus.
Very truly yours,
/s/ Xxxxxxx Xxxxxxx & Xxxxxxxx
XXXXXXX XXXXXXX & XXXXXXXX
