May 7, 1998Ust Corp /Ma/ • May 7th, 1998 • State commercial banks
This opinion is furnished to you pursuant to Section 6.02(e) of the Affiliation Agreement and Plan of Reorganization dated as of December 15, 1997 (the "Agreement") among UST Corp., a Massachusetts corporation, Mosaic Corp., a Massachusetts corporation and wholly owned subsidiary of UST Corp., and Affiliated Community Bancorp, Inc., a Massachusetts corporation ("AFCB"). Pursuant to the Agreement, AFCB will merge with and into Mosaic Corp. in a transaction (the "Merger") in which the existing stockholders of AFCB, other than dissenting stockholders, will receive common stock of UST Corp. in exchange for their issued and outstanding shares of common stock of AFCB. You have requested our opinion as to certain federal income tax consequences anticipated to follow from implementation of the Agreement.
