Exhibit 8.1
(212) 912-7633
August 21, 1997
Reliance Bancorp, Inc.
585 Stewart Avenue
Garden City, New York 11530
Re: Merger of Continental Bank into Reliance Federal
Savings Bank
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Dear Sirs:
You have requested our opinion regarding certain federal income
tax consequences of the merger (the "Merger") of Continental Bank
("Continental"), a New York chartered stock commercial bank, into Reliance
Federal Savings Bank, ("Reliance Bank"), a federally chartered stock savings
bank and wholly-owned subsidiary of Reliance Bancorp, Inc. ("Reliance"), a
Delaware corporation. The Merger will be effected pursuant to the Agreement and
Plan of Merger dated as of the 3rd day of May, 1997, as amended as of July 1,
1997, by and among Reliance, Reliance Bank and Continental (the "Merger
Agreement"). The Merger and related transactions are described in the Merger
Agreement and in the Joint Proxy Statement-Prospectus (the "Proxy Statement")
included in Reliance's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission in connection with the Merger (the
"Registration Statement"). All capitalized terms used but not defined in this
letter shall have the meanings set forth in the Plan of Merger or in the Proxy
Statement.
In connection with the opinions expressed below, we have examined
and relied on originals, or copies certified or otherwise identified to our
satisfaction, of the Merger Agreement and of such corporate records of
Continental, Reliance Bank and Reliance as we have deemed appropriate. We have
also relied, without independent verification, upon the August 21, 1997 letters
of Continental, Reliance Bank and Reliance to Thacher Proffitt & Wood containing
certain tax representations. We have assumed that the parties will act, and that
the Merger will be effected, in accordance with the Merger Agreement, and that
the representations made by Continental, Reliance Bank and Reliance in the
foregoing letters are true. In addition, we have made such investigations of law
as we have deemed appropriate to form a basis for the opinions expressed below.
Reliance Bancorp, Inc.
August 21, 1997 Page 2
Based on and subject to the foregoing, it is our opinion that,
for Federal income tax purposes, under current law:
(1) The Merger will be treated as a
reorganization within the meaning of Section 368(a) of the Code;
(2) No gain or loss will be recognized by
Reliance, Reliance Bank or Continental as a result of the Merger;
(3) Except to the extent of any cash received in lieu
of a fractional share interest in Reliance Common Stock, no gain
or loss will be recognized by a holders of Continental Common
Stock who exchange their shares of Continental Common Stock for
shares of Reliance Common Stock pursuant to the Merger;
(4) The tax basis of the shares of Reliance Common
Stock received by each holder of Continental Common Stock in the
Merger will be the same as the tax basis of the shares of
Continental Common Stock surrendered pursuant to the Merger,
reduced by any amount allocable to a fractional share interest in
Reliance Common Stock for which cash is received and increased by
any gain recognized on such exchange; and
(5) The holding period of the shares of Reliance
Common Stock received by each holder of Continental Common Stock
in the Merger will include the holding period of the shares of
Continental Common Stock exchanged therefor, provided that such
stockholder holds such shares of Continental Common Stock as a
capital asset at the Effective Time.
Except as set forth above, we express no opinion to any party as
to the tax consequences, whether federal, state, local or foreign, of the Merger
or of any transaction related thereto or contemplated by the Merger Agreement.
This opinion is given solely for the benefit of Continental and its
shareholders, Reliance Bank and Reliance, and may not be relied upon by any
other party or entity or otherwise referred to in any document without our
express written consent. We consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference thereto under the heading
"The Merger - Material Federal Income Tax Consequences" and "Legal Matters" in
the Proxy Statement-Prospectus which is a part of the Registration Statement.
Very truly yours,
THACHER PROFFITT & WOOD
By: /s/ Albert J. Cardinali
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Albert J. Cardinali