EXHIBIT 8.2
FORM OF
FEDERAL TAX OPINION
_____________, 1998
Ironbound Bankcorp, NJ
00 Xxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Re: Agreement and Plan of Merger Dated as of July 17, 1998,
By and Between Richmond County Financial Corp. and
Ironbound Bankcorp, NJ
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Dear Sirs:
You have requested our opinion concerning certain federal income tax issues
relating to the Agreement and Plan of Merger, dated as of July 17, 1998 (the
"Merger Agreement"), by and between Richmond County Financial Corp., a Delaware
corporation ("RCFC"), and Ironbound Bankcorp, NJ, a New Jersey corporation
("Ironbound"). Capitalized terms not otherwise defined in this letter shall
have the same meanings as those terms in the Merger Agreement. In rendering
this opinion we have examined (i) the Merger Agreement; (ii) the representation
letters from RCFC and Ironbound, which are attached; and (iii) such other
documents as we have deemed necessary or appropriate in order to render the
requested opinion.
In connection with such examination we have assumed (1) the authenticity of
all documents, agreements and instruments; (2) that the documents reviewed in
connection with rendering the opinion are complete and accurate and will be
complete and accurate as of the effective date of the Merger; (3) that the
Merger will be effective under applicable state laws; and (4) that the Merger
Agreement accurately and completely describes the terms of the Merger. In
rendering our opinion, we have not undertaken any independent investigation of
the accuracy of any assumptions stated herein, the veracity of written
statements as to factual matters relied upon in rendering the opinion or the
authenticity of documents.
Our opinion is based on the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Regulations promulgated under the Code, published Revenue
Rulings, published Revenue Procedures and existing judicial and administrative
decisions all as of the date of this letter. All of
Ironbound Bankcorp, NJ
___________________, 1998
Page 2
the foregoing is subject to change and any such change (which could be
retroactive) could affect the opinion contained in this letter.
The opinion is our legal judgment as to certain of the federal income tax
consequences of the proposed Merger. Our opinion is not binding on the Internal
Revenue Service and the Internal Revenue Service may reach a different
conclusion, which conclusion could be sustained by a court if litigated. The
opinion addresses certain tax consequences to Ironbound common stockholders who
are (i) citizens or residents of the United States; (ii) domestic corporations;
or (iii) otherwise subject to United States federal income tax on a net income
basis in respect of shares of Ironbound common stock ("U.S. Holders"). The
opinion is limited to the specific conclusions reached in the opinion and does
not purport to reach any other conclusions, such as the future use of tax
attributes of the parties, tax consequences to holders of Ironbound Common Stock
who hold such shares as other than capital assets or are insurance companies,
tax exempt organizations, financial institutions, dealers in securities, persons
who acquired or acquire shares of Ironbound Common Stock pursuant to the
exercise of employee stock options or otherwise as compensation and persons who
hold Ironbound Common Stock in a hedging transaction or as part of a straddle or
conversion transaction. The opinion does not address foreign, state, local,
estate or other potential tax consequences of the Merger.
On the basis of the foregoing, we are of the opinion that for federal
income tax purposes:
(i) The Merger will constitute a tax-free reorganization under Section
368(a) of the Code. No gain or loss will be recognized by RCFC, Richmond County
Savings Bank ("RCFC Bank"), Ironbound, or Ironbound Bank as a result of the
Merger;
(ii) Except to the extent of any cash received in lieu of a fractional
share interest in RCFC Common Stock, no gain or loss will be recognized by U.S.
Holders of Ironbound Common Stock who exchange their Ironbound Common Stock for
RCFC Common Stock pursuant to the Merger;
(iii) The aggregate adjusted tax basis of RCFC Common Stock received by
U.S. Holders who exchanged their Ironbound Common Stock for RCFC Common Stock o
n the Merger will be the same as the tax basis of Ironbound Common Stock
surrendered pursuant to the Merger, reduced by any amount allocable to a
fractional share interest for which cash is received and increased by any gain
recognized on the exchange; and
(iv) The holding period of RCFC Common Stock received by each U.S. Holder
in the Merger will include the holding period of Ironbound Common Stock
exchanged therefor, provided that such U.S. Holder held such Ironbound Common
Stock as a capital asset on the Effective Date.
Ironbound Bankcorp, NJ
___________________, 1998
Page 3
We hereby consent to the filing of this opinion as an exhibit to RCFC's
Registration Statement on Form S-4 as filed with the Securities and Exchange
Commission. We also consent to the references to our firm in the Prospectus
contained in the Form S-4 under the captions "The Ironbound Merger - Certain
Federal Income Tax Consequences of the Ironbound Merger" and "Legal Matters".
Except as set forth above, we express no opinion as to the tax consequences
to any party, whether federal, state, local or foreign, or of any transaction
related to the Merger contemplated by the Agreements. This opinion is being
furnished only to you in connection with the Merger and solely for your benefit
in connection therewith and may not be used or relied upon for any other purpose
and may not be circulated, quoted or otherwise referred to for any purpose
without our expressed written consent.
Yours very truly,
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Xxxx Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxx,
A Professional Corporation
