Common Contracts

2 similar null contracts by Toronto Dominion Bank

Osler, Hoskin & Harcourt LLP Letterhead]
Toronto Dominion Bank • January 4th, 2008 • Commercial banks, nec

We have acted as counsel to The Toronto-Dominion Bank, a corporation chartered under the Bank Act (Canada) (“TD”), in connection with the Registration Statement on Form F-4 (the “Registration Statement”) (Registration No. 333-147304) filed by TD with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of October 2, 2007 (the “Merger Agreement”) among TD, Commerce Bancorp, Inc., a New Jersey corporation (“Commerce”), and Cardinal Merger Co., a New Jersey corporation and indirect wholly-owned subsidiary of TD (“TD Merger Sub”). This opinion is being delivered in connection with the Registration Statement, to which this opinion appears as an exhibit.

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Form of Opinion of Osler, Hoskin & Harcourt LLP] [Osler, Hoskin & Harcourt LLP Letterhead]
Toronto Dominion Bank • November 13th, 2007 • Commercial banks, nec

We have acted as counsel to The Toronto-Dominion Bank, a corporation chartered under the Bank Act (Canada) (“TD”), in connection with the Registration Statement on Form F-4 (the “Registration Statement”) (Registration No. 333- ) filed by TD with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of October 2, 2007 (the "Merger Agreement") among TD, Commerce Bancorp, Inc., a New Jersey corporation (“Commerce”), and Cardinal Merger Co., a New Jersey corporation and indirect wholly-owned subsidiary of TD (“TD Merger Sub”). This opinion is being delivered in connection with the Registration Statement, to which this opinion appears as an exhibit.

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