Board of Directors
Wellesley Bancorp
January 22, 2020
Page 2
In addition, we have assumed that (i) the Merger will be consummated in the manner contemplated by the Registration Statement and in accordance with the provisions of the Merger Agreement; (ii) the statements concerning the Merger set forth in the Merger Agreement and the Registration Statement are true, correct, and complete; (iii) subject to the immediately following clause (iv), the representations made to us by Cambridge and Wellesley in their respective letters delivered to us for purposes of this opinion (the “Representation Letters”) are true, correct and complete and will be true, correct, and complete in all material respects as of the Effective Time; and (iv) any representations made in the Representation Letters or in the Merger Agreement to the “Knowledge” of the representing party, or similarly qualified, are true, correct, and complete in all material respects as of the Effective Time without such qualification. We have also assumed, with the consent of Cambridge and Wellesley, that the parties have complied with and, if applicable, will continue to comply with the relevant covenants contained in the Merger Agreement. If any of the above-described assumptions are untrue for any reason or if the Merger is consummated in a manner that is inconsistent with the manner described in the Merger Agreement or the Registration Statement, our opinion as expressed below may be adversely affected and may not be relied upon.
The opinion set forth in this letter is based on relevant current provisions of the Code, Treasury Regulations thereunder (including proposed and temporary Treasury Regulations), and interpretations of the foregoing as expressed in court decisions, applicable legislative history, and the administrative rulings and practices of the Internal Revenue Service (the “IRS”), including its practices and policies in issuing private letter rulings, which are not binding on the IRS except with respect to a taxpayer that receives such a ruling, all as of the date hereof. These provisions and interpretations are subject to change by the IRS, Congress and the courts (as applicable), which may or may not be retroactive in effect and which might result in a material modification of our opinion. Our opinion is not binding on the IRS or the courts, and is not a guarantee that the IRS will not assert a contrary position with respect to such issue or that a court will not sustain such a position asserted by the IRS. In addition, any material changes to the documents referred to above could affect our conclusion herein.
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences of the Merger,” we are of the opinion that, under current law, the Merger will qualify as a “reorganization” within the meaning of Code section 368(a) and that the U.S. federal income tax consequences of the Merger to holders of Wellesley Stock (as defined in the Merger Agreement) will be as described in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences of the Merger.”
This opinion addresses only the specific U.S. federal income tax consequences of the Merger set forth above and no opinion is expressed as to the tax consequences under any foreign, state or local tax law or under any United States federal tax laws of the transactions described in the Registration Statement, or any transaction related thereto. Further, our opinion is not binding upon the IRS or the courts, and there is no assurance that the IRS or a court will not take a
