[LETTERHEAD OF XXXXXXX & XXX APPEARS HERE]
January 3, 1996
Meridian Bancorp, Inc.
00 Xxxxx 0xx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Re: Agreement and Plan of Merger dated as of October 10, 1995 by and
between Meridian Bancorp, Inc. and CoreStates Financial Corp.
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.
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.
[LETTERHEAD OF XXXXXXX & XXX APPEARS HERE]
Meridian Bancorp, Inc.
January 3, 1996
Page 2
(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 Meridian 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").
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 has provided to us and to Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to
CoreStates, 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
[LETTERHEAD OF XXXXXXX & XXX APPEARS HERE]
Meridian Bancorp, Inc.
January 3, 1996
Page 3
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
applicable. 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 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
[LETTERHEAD OF XXXXXXX & XXX APPEARS HERE]
Meridian Bancorp, Inc.
January 3, 1996
Page 4
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,
XXXXXXX & XXX
