Blank Rome Letterhead]
Exhibit
8.1
[Blank
Rome Letterhead]
Phone:
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000-000-0000
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Fax:
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000-000-0000
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September
2, 2005
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Xxxxxxxx
X. Xxxxx
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Xxxxxx
X. Xxxxxx
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Senior
Vice President and
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Chief
Executive Officer
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Chief
Financial Officer
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Palm
Beach County Bank
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Commerce
Bancorp, Inc.
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0000
Xxxxxxxxxx Xxxx Xxxxx
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Commerce
Atrium
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West
Palm Beach, FL 33409
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0000
Xxxxx 00 Xxxx
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Cherry
Hill, NJ 08034
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Re:
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Tax
Opinion
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Agreement
and Plan of Merger
Gentlemen:
We
have
acted as counsel to Commerce Bancorp, Inc., a New Jersey business corporation
(“CBH”) in connection with the merger (the “Merger”) of Palm Beach County Bank,
a Florida commercial banking association (“PBCB”) with and into Commerce Bank,
N.A. (“NA”), a national banking association and a wholly-owned subsidiary of CBH
pursuant to an Agreement and Plan of Reorganization dated July 25, 2005 (the
“Agreement”) by and among (i) CBH; (ii) PBCB and (iii) NA. All capitalized
terms, unless otherwise specified, have the meaning assigned to them in the
Agreement.
For
the
purpose of rendering our opinion, we have examined and are relying upon (without
any independent investigation or review thereof) the truth and accuracy,
at all
relevant times, of the statements, covenants, representations and warranties
contained in the following documents (including all schedules and exhibits
thereto): (a) the Agreement; (b) the Registration Statement on Form S-4 to
be
filed by CBH with the Securities and Exchange Commission (the “Registration
Statement”); (c) the Officer’s Certificates of CBH, NA and PBCB attached hereto;
and (d) such other documents as we have deemed necessary or appropriate as
a
basis for the opinion set forth below.
In
our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all
documents
submitted to us as certified or photostatic copies and the authenticity of
the
originals of such copies. We have further assumed that the Merger will be
consummated in accordance with the Agreement and will be effective under
applicable state law. Finally, our opinion is issued in reliance that all
statements, descriptions and representations contained in the above-referenced
documents or otherwise made to us are true, correct and complete.
In
rendering our opinion, we have considered the applicable provisions of the
Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations and
the pertinent judicial authorities and interpretive rulings of the Internal
Revenue Service (the “Service”) and such other authorities as we have considered
relevant.
Based
upon and subject to the foregoing, we are of the opinion that the Merger
will,
under current law, constitute a tax-free reorganization pursuant to Section
368(a) of the Code. Further, in our opinion, subject to the qualifications
and
limitations contained therein, the discussion set forth in the Registration
Statement under the caption “Material United States Federal Income Tax
Consequences of the Merger” fairly presents the material United States Federal
income tax consequences of the Merger and, insofar as it relates to statements
of law or legal conclusions, is correct in all material respects.
*
* * * * * *
This
letter represents our view of the proper U.S. federal income tax treatment
of
the Merger based upon our analysis of the relevant U.S. federal income tax
authorities as of the date hereof. The opinion is not binding on the Service
or
any court, and there can be no assurance that the Service or a court of
competent jurisdiction will not disagree with the opinion.
Our
opinion is based upon the Code and its legislative history, the Regulations,
judicial decisions and current administrative rulings and practices of the
Service, all as in effect on the date of this letter. These authorities may
be
amended or revoked at any time. Any changes may or may not be retroactive
and
could cause this opinion to be or become incorrect, in whole or in part.
There
is and can be no assurance that such legislative, judicial or administrative
changes will not occur in the future. We expressly disclaim any obligation
to
update or modify this letter to reflect any developments that may impact
the
opinion from and after the date of this letter.
We
are
expressing our opinion only as to matters expressly addressed herein. We
are not
expressing any opinion as to any other aspects whether discussed herein or
not.
No opinion should be inferred as to any other matters, including without
limitation, any other U.S. federal income tax issues with respect to the
Merger
or any state, local or foreign tax treatment of the Merger or any matter
incidental thereto.
Our
opinion is dependent upon the accuracy and completeness of the facts and
assumptions referenced above. We have relied upon those facts and assumptions
without any independent investigation or verification of their accuracy or
completeness. Any inaccuracy or incompleteness in our understanding of the
facts
and assumptions could adversely affect the opinion expressed in this
letter.
This
opinion is being furnished for the sole purpose of satisfying a closing
condition set forth in the Agreement and is intended solely for your benefit
in
connection therewith. This opinion may not be used or relied upon for any
other
purpose and may not be circulated, quoted or otherwise referred to for any
other
purpose without our express written consent. Provided, however, we do hereby
consent to the filing of this opinion letter as an exhibit to the Registration
Statement and to the reference to Blank Rome LLP in the prospectus constituting
a part of the Registration Statement under the caption “Material United States
Federal Income Tax Consequences of the Merger,” without admitting that we are
“experts” within the meaning of the Securities Act or the rules and regulations
of the Commission issued thereunder with respect to any part of the Registration
Statement, including this exhibit.
Very
truly yours,
/s/Blank
Rome LLP
BLANK
ROME LLP