Form of Opinion of Osler, Hoskin & Harcourt LLP] [Osler, Hoskin & Harcourt LLP Letterhead]Agreement and Plan of Merger • November 13th, 2007 • Toronto Dominion Bank • 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.
