Exhibit 8.2
_________, 2000
Haven Bancorp, Inc.
615 Merrick Avenue
Westbury, New York 11590
Merger of Haven Bancorp, Inc.
into Queens County Bancorp, Inc.
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Ladies and Gentlemen
You have requested our opinion regarding certain federal income tax
consequences of the merger (the "Merger") of Haven Bancorp, Inc. ("Haven"), a
Delaware corporation and sole shareholder of CFS Bank, ("CFS Bank"), with and
into Queens County Bancorp, Inc. ("Queens"), a Delaware corporation and sole
shareholder of Queens County Savings Bank ("Queens Bank"). The Merger will be
effected pursuant to the Agreement and Plan of Merger, dated as of June 27,
2000, by and between Queens and Haven (the "Agreement"). The Merger and related
transactions are described in the [Joint Proxy Statement-Prospectus (the "Proxy
Statement") included in Queens' 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 Agreement or in the Proxy
Statement.
In connection with the opinion expressed below, we have examined and
relied on originals, or copies certified or otherwise identified to our
satisfaction, of the Agreement and of such corporate records of Haven and Queens
as we have deemed appropriate. We have also relied, without independent
verification, upon the _____ __, 2000 letter of Haven and the ________, 2000
letter of Queens to Thacher Proffitt & Wood containing certain tax
representations. We have assumed the absence of changes at the Effective Time of
facts existing on the date of the filing of the Registration Statement, that the
parties will act, and that the Merger will be effected, in accordance with the
Agreement, and that the representations made by Haven and Queens in the
foregoing letters are true, correct and complete, and will be true, correct and
complete at the Effective Time, without regard to any qualification as to
knowledge
Haven Bancorp, Inc.
_______, 2000 Page 2
or belief. In addition, we have made such investigations of law as we have
deemed appropriate to form a basis for the opinions expressed below.
Based on and subject to the foregoing, and subject to the assumptions
and qualifications set forth in the Registration Statement, it is our opinion
that, for Federal income tax purposes, under current law the Merger will be
treated as a reorganization within the meaning of Section 368(a) of the Code
and:
1. No gain or loss will be recognized by Queens, Queens Bank, Haven or
CFS Bank as a result of the Merger;
2. Except to the extent of any cash received in lieu of a fractional
share interest in Queens Common Stock, no gain or loss will be recognized by the
stockholders of Haven who exchange their Haven Common Stock for Queens Common
Stock pursuant to the Merger;
3. The tax basis of Queens Common Stock received by stockholders who
exchange their Haven Common Stock for Queens Common Stock in the Merger will be
the same as the tax basis of Haven Common Stock surrendered pursuant to the
Merger, reduced by the amount of any tax basis allocable to a fractional share
interest for which cash is received; and
4. The holding period of Queens Common Stock received by each
stockholder in the Merger will include the holding period of Haven Common Stock
exchanged therefor, provided that such stockholder held such Haven Common Stock
as a capital asset on the Effective Date.
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 Agreement. This opinion
is given solely for the benefit of Haven and its stockholders, and may not be
relied upon by any other party or entity or otherwise referred to in any
document without our express written consent.
Very truly yours,
THACHER PROFFITT & WOOD
By:
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