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.
Osler, Hoskin & Harcourt LLP Letterhead]Toronto Dominion Bank • January 4th, 2008 • Commercial banks, nec
We have acted as counsel to The Toronto-Dominion Bank (“TD”), a Canadian bank chartered under the Bank Act (Canada) 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 proposed issuance by TD of common shares (the “Shares”), in connection with the merger (the “Merger”) contemplated by the Agreement and Plan of Merger dated as of October 2, 2007 by and between TD, Cardinal Merger Co., a New Jersey corporation and an indirect wholly-owned subsidiary of TD, and Commerce Bancorp, Inc. (“Commerce”), a New Jersey corporation (the “Merger Agreement”). Upon consummation of the Merger, each shareholder of Commerce will be entitled to receive, in exchange for each share of Commerce common stock owned by such shareholder immediately prior to the Merger, the following: (a) 0.4142 Shares, plus cash
