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EXHIBIT 8.1
XXXXXXX XXXXXXX & XXXXXXXX
(a partnership which includes professional corporations)
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, X.X. 00000-0000
October 31, 1995
Re: Agreement and Plan of Merger
dated as of August 27, 1995 between Chemical
Banking Corporation and The Chase Manhattan
Corporation
Chemical Banking Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
You have requested our opinion with respect to certain federal income
tax consequences of the proposed transaction in which The Chase Manhattan
Corporation ("Chase") will merge (the "Merger") with and into Chemical Banking
Corporation ("Chemical"). All capitalized terms used but not defined herein have
the meanings ascribed to them in the Agreement and Plan of Merger, dated as of
August 27, 1995, by and between Chemical and Chase (the "Merger Agreement").
Chase is a Delaware corporation registered as a bank holding company
under the Bank Holding Company Act of 1956, as amended (the "BHC Act"). The
capital structure of Chase as of July 31, 1995 is described in Section 3.1(b) of
the Merger Agreement.
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Chemical Banking Corporation -2- October 31, 1995
Chemical is a Delaware corporation registered as a bank holding
company under the BHC Act. The capital structure of Chemical as of July 31, 1995
is described in Section 3.2(b) of 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) Chase will merge with and into Chemical under Delaware law,
with Chemical being the surviving entity.
(ii) Subject to certain exceptions set forth in the Merger
Agreement, each holder of Chase Common Stock (other than Chemical or any
wholly-owned subsidiary of Chemical) will receive, for each share of Chase
Common Stock held, the number of shares of Chemical Common Stock
determined pursuant to Section 2.1(b) of the Merger Agreement (together
with the appropriate number of Chemical Rights attached thereto).
(iii) Each holder of Chase Preferred Stock (other than Chemical or
any wholly-owned subsidiary of Chemical) will receive, for each share of
Chase Preferred Stock held, one share of Chemical Merger Preferred Stock
determined pursuant to Section 2.1(c) of the Merger Agreement.
(iv) The rights of holders of the Chase Stock Options, Chase SARs,
and Chase Units shall be converted into the right to acquire shares of
Chemical Common Stock or Chemical SARs, as the case may be, under
the same economic terms, as provided in Section 5.8 of the Merger
Agreement.
(v) No fractional shares of Chemical Common Stock will be issued in
the Merger. Instead, the fractional share interests in Chemical Common
Stock that would otherwise be received by the Chase common stockholders
will be paid for in cash as provided in Section 2.2(e) of the Merger
Agreement.
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Chemical Banking Corporation -3- October 31, 1995
(vi) The stockholders of Chase and Chemical are not entitled to
exercise dissenters' rights in connection with the Merger.
In acting as counsel to Chemical 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 Chemical and
Chase and Prospectus of Chemical relating to the proposed Merger and to the
shares of Chemical Common Stock to be issued to Chase stockholders in the Merger
pursuant to the Merger Agreement (the "Proxy Statement/Prospectus").
You have requested that we render the opinion set forth below. In
rendering such opinion, 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 Chemical and Chase have
provided to us and to Xxxxxxxx & Xxxxxxxx, special counsel to Chase, 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.
4
Chemical Banking Corporation -4- October 31, 1995
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 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 consummated in accordance with
the Merger Agreement (and exhibits thereto) and the Delaware General Corporation
Law and as described in the Proxy Statement/Prospectus, we are of the opinion
that for federal income tax purposes:
1. The Merger will be treated for federal income tax purposes as a
reorganization within the meaning of section 368(a) of the Code, and Chase and
Chemical 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 federal income tax
purposes by either Chase or Chemical as a result of the consummation of the
Merger.
3. No income, gain or loss will be recognized for federal income tax
purposes by stockholders of Chase upon the exchange in the Merger of shares of
Chase
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Chemical Banking Corporation -5- October 31, 1995
for shares of Chemical (except to the extent of any cash received in lieu of
fractional share interests).
In connection with the opinion set forth in paragraph 3 above, no
opinion is expressed as to the federal income tax treatment of any real property
transfer or gains taxes paid by Chemical pursuant to Section 5.9 of the Merger
Agreement.
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 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 Opinions" in the Proxy Statement/Prospectus.
Very truly yours,
/s/ XXXXXXX XXXXXXX & XXXXXXXX
XXXXXXX XXXXXXX & XXXXXXXX
