EXHIBIT 8
April 7, 1995
Valley National Bancorp
1445 Valley Road
Wayne, New Jersey 07470
Attn: Mr. Gerald H. Lipkin, Chairman
and Chief Executive Officer
Lakeland First Financial Group, Inc.
250 Route 10
Succasunna, New Jersey 07876
Attn: Michael Halpin, President
and Chief Executive Officer
Re: Mergers of Lakeland First Financial Group, Inc.
into Valley National Bancorp and Lakeland Savings
Bank into Valley National Bank
Gentlemen:
We have represented Valley National Bancorp ("Valley"),
a New Jersey Corporation which is a registered bank holding
company, and Valley National Bank ("VNB"), a federally chartered
commercial banking corporation which is a wholly owned subsidiary
of Valley, in connection with the proposed merger of Lakeland
First Financial Group, Inc. ("Lakeland"), a New Jersey
corporation which is a registered bank holding company, into
Valley (the "Merger") and the proposed merger of Lakeland Savings
Bank (the "Bank"), a New Jersey chartered savings bank which is a
wholly owned subsidiary of Lakeland, into VNB (the "Bank
Merger")(the "Merger" and the "Bank Merger," together, the
"Mergers"). The foregoing merger transactions shall be effected
pursuant to the provisions of an Agreement and Plan of Merger
dated as of February 27, 1995 by and among Valley, VNB, Lakeland
and the Bank (the "Merger Agreement"). Capitalized terms used
herein not otherwise defined shall have the meanings ascribed to
such terms in the Merger Agreement.
In connection with such representation, we have
reviewed the Registration Statement (Form S-4) filed with the
Securities Exchange Commission on April 7, 1995 pertaining to the
Mergers (the "Registration Statement"), and, in our opinion, the
information included in the section of the Registration Statement
captioned "Federal Income Tax Consequences" accurately describes
the material federal income tax consequences of such
transactions.
In addition, annexed hereto is a form of opinion of this firm
regarding federal income tax matters applicable to the Mergers
(the "Closing Tax Opinion"), the delivery of which is a condition
precedent to the consummation of the Mergers pursuant to the
Merger Agreement. At this time, we expect to deliver such
opinion at the closing of the Mergers.
We hereby consent to our being designated as an expert
in the Registration Statement with respect to the federal income
tax consequences of the Mergers and to the inclusion of this
letter as an exhibit to the Registration Statement.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH
_____________, 1995
Valley National Bancorp
1445 Valley Road
Wayne, New Jersey 07470
Attn: Mr. Gerald H. Lipkin, Chairman
and Chief Executive Officer
Lakeland First Financial Group, Inc.
250 Route 10
Succasunna, New Jersey 07876
Attn: Michael Halpin, President
and Chief Executive Officer
Re: Mergers of Lakeland First Financial Group, Inc. into Valley
National Bancorp and Lakeland Savings Bank into Valley National
Bank
Gentlemen:
We have represented Valley National Bancorp ("Valley"), a New Jersey
corporation which is a registered bank holding company, and Valley National
Bank ("VNB"), a federally chartered commercial banking corporation which is a
wholly owned subsidiary of Valley, in connection with the proposed merger of
Lakeland First Financial Group, Inc. ("Lakeland"), a New Jersey corporation
which is a registered bank holding company, into Valley (the
"Merger") and the proposed merger of Lakeland Savings Bank (the "Bank"), a New
Jersey chartered savings bank which is a wholly owned subsidiary of Lakeland,
into VNB (the "Bank Merger"). The foregoing merger transactions shall be
effected pursuant to the provisions of an Agreement and Plan of Merger dated as
of February 27, 1995 by and among Valley, VNB, Lakeland and the Bank (the
"Merger Agreement"). This opinion is delivered pursuant to Section 6.1(d) of
the Merger Agreement. Capitalized terms used herein not otherwise defined
shall have the meanings ascribed to such terms in the Merger Agreement.
Pursuant to the Merger Agreement, at the Effective Time the Merger
shall be effected by the merger of Lakeland into Valley pursuant to New Jersey
law, with Valley surviving, and immediately after the Effective Time, the Bank
Merger shall be effected by the merger of the Bank into VNB pursuant to federal
and New Jersey law, with VNB surviving.
Pursuant to the Merger Agreement, at the Effective Time, each share
of Lakeland Common Stock shall be converted into the right to receive 1.286
(the "Exchange Ratio") shares of Valley Common Stock. No fractional shares of
Valley Common Stock shall be issued, and in lieu thereof, any holder of
Lakeland Common Stock who otherwise would be entitled to receive a fractional
interest will receive an amount in cash determined by, multiplying such
fractional interest by the Average Closing Price.
At the Effective Time, each unexercised Lakeland Option shall be
converted, at the election of the holder thereof, as follows, provided that
only an optionee who is an employee of Lakeland or the Bank at the Effective
Time and who will become an employee of Valley or VNB immediately after the
Effective Time shall be entitled to select option (i):
(i) into an option to purchase Valley Common Stock, wherein (x)
the right to purchase shares of Lakeland Common Stock pursuant
to the Lakeland Option shall be converted into the right to
purchase that same number of shares of Valley Common Stock
multiplied by the Exchange Ratio, (y) the option exercise price
per share of Valley Common Stock shall be the Lakeland Option
exercise price divided by the Exchange Ratio and (z) in all
other material respects the option shall be subject to the same
terms and conditions as governed the Lakeland Option on which it
was based, including the length of time within which the option
may be exercised and for any options which are "incentive stock
options" (as defined in the Code), the adjustments shall be and
are intended to be effected in a manner which is consistent with
Section 424(a) of the Code; or
(ii) if the Lakeland Option is fully vested at the Closing, into
the right to receive immediately after the Effective Time a
number of shares of Valley Common Stock equal to (x) the excess
of the sum determined by multiplying (A) the number of shares of
Lakeland Common Stock covered by the Lakeland Option, times (B)
the Exchange Ratio, times (C) the Average Closing Price, less
(y) the aggregate exercise price for the Lakeland Option (z)
divided by the Average Closing Price. No fractional shares of
Valley Common Stock will be issued in conversion of the Lakeland
Options and, in lieu thereof, each optionee who would otherwise
be entitled to a fractional interest will receive an amount in
cash determined by multiplying such fractional interest by the
Average Closing Price.
Immediately after the Effective Time, the Bank Merger will be
effected without the issuance of any additional stock of VNB.
In addition to the foregoing facts, on the date hereof, you have
delivered certificates in which you have made the following additional
representations in regard to the Merger and the Bank Merger and have authorized
us to rely on such representations in expressing the within opinions:
1. The fair market value of the Valley Common Stock received by
each Lakeland shareholder in connection with the Merger will be approximately
equal to the fair market value of the Lakeland Common Stock surrendered in the
transaction.
2. To the best knowledge of the management of Lakeland, there is no
plan or intention on the part of the shareholders of Lakeland on the date
hereof to sell, exchange or otherwise dispose of a number of shares of Valley
Common Stock received in the Merger that would reduce such Lakeland
shareholders' ownership of Valley Common Stock to a number of shares having a
value, as of the date of the Merger, of less than 51 percent of the value of
all of the formerly outstanding Lakeland Common Stock as of the same date. For
purposes of this representation, shares of Lakeland Common Stock exchanged for
cash in lieu of fractional shares of Valley Common Stock will be treated as
outstanding Lakeland Common Stock on the date of the Merger. In valuing the
formerly outstanding Lakeland Common Stock as of the date of the Merger, there
shall be taken into account the amount of any distribution made to its
shareholders in cash or property made by reason of or in connection with the
Merger. In addition, and not in limitation of the foregoing, Lakeland has
considered, in making this representation, any shares of Lakeland Common Stock
that have been sold, redeemed or otherwise disposed of by shareholders who own
5 percent or more of Lakeland Common Stock, or by shareholders who are officers
or directors of Lakeland, after the announcement of the Merger and prior to the
Effective Time to the extent the management of Lakeland has knowledge on the
date hereof of any such sales, redemptions or dispositions.
3. Following the Merger, Valley will not issue additional shares of
its stock that would result in the present shareholders of Valley losing
control of Valley within the meaning of Section 368(c) of the Internal Revenue
Code of 1986, as amended (the "Code"). (Hereafter, "Section" references shall
be references to Sections of the Code.).
4. None of the compensation received by any shareholder-employees
of Lakeland will be separate consideration for, or allocable to, any of their
shares of Lakeland Common Stock.
5. Valley has no plan or intention to reacquire any of its stock
issued in the Merger.
6. Valley has no plan or intention to liquidate, to sell or
otherwise dispose of any of the assets of Lakeland acquired in the Merger,
except for dispositions made in the ordinary course of business or transfers
described in Section 368(a)(2)(C).
7. The payment of cash in lieu of fractional shares of Valley
Common Stock is solely for the purpose of avoiding the expense and
inconvenience to Valley of issuing fractional shares of Valley Common Stock and
does not represent separately bargained for consideration.
8. The liabilities of Lakeland assumed by Valley (if any) and the
liabilities to which the transferred assets of Lakeland are subject (if any)
were incurred by Lakeland in the ordinary course of its business.
9. Following the Merger, Valley will continue the historic business
of Lakeland or use a significant portion of Lakeland's historic business assets
in a business.
10. There is no intercorporate indebtedness existing between
Lakeland, Valley and VNB and/or the Bank that was issued, acquired, or will be
settled at a discount.
11. No parties to the Merger or the Bank Merger are investment
companies as defined in Sections 368(a)(2)(F)(iii) and (iv).
12. Lakeland and the Bank are not under the jurisdiction of a court
in a Title 11 or similar case within the meaning of Section 368(a)(3)(A).
13. The fair market value of the aggregate assets of Lakeland
transferred to Valley in the Merger will equal or exceed the sum of the
liabilities assumed by Valley plus the amount of liabilities, if any, to which
the transferred assets are subject.
14. As of the effective date of the Bank Merger, Valley will own all
of the issued and outstanding capital stock of the Bank (at least 95% of which
it acquired in the Merger) and Valley owns all of the issued and outstanding
capital stock of VNB.
15. There is no plan or intention on the part of Valley on the date
hereof to sell, exchange or otherwise dispose of any capital stock of VNB or to
permit VNB to issue additional shares of VNB's capital stock to any party other
than Valley.
16. VNB has no plan or intention to liquidate, to sell or otherwise
dispose of any of the assets of the Bank acquired in the Bank Merger, except
for dispositions made in the ordinary course of business or transfers described
in Section 368(a)(2)(c).
17. The liabilities of the Bank assumed by VNB (if any) and the
liabilities to which the transferred assets of the Bank are subject (if any)
were incurred by the Bank in the ordinary course of its business.
18. Following the Bank Merger, VNB will continue the historic
business of the Bank or use a significant portion of the Bank's historic
business assets in a business.
19. The fair market value of the aggregate assets of the Bank
transferred to VNB in the Bank Merger will equal or exceed the sum of the
liabilities assumed by VNB plus the amount of liabilities, if any, to which the
transferred assets are subject.
As counsel to Valley and VNB, we have examined the Merger Agreement
and copies of ancillary agreements, certificates, instruments and documents
pertaining to the Merger and the Bank Merger delivered by the parties thereto.
In such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us. As to any facts material to our
opinions expressed herein, we have relied on representations of the parties to
the Merger and the Bank Merger without undertaking to verify the same by
independent investigation. The within opinions are based on our analysis of
the Code, Treasury Regulations promulgated thereunder, and relevant
interpretive authorities as in effect on the date hereof.
Based on the foregoing, we are of the opinion that:
1. The Merger qualifies as a "reorganization" within the meaning of
Section 368(a)(1)(A). Valley and Lakeland each are a "party to a
reorganization" within the meaning of Section 368(b)(2).
2. No gain or loss will be recognized by Valley or Lakeland in
connection with the Merger. Sections 361(a) and 1032.
3. No gain or loss will be recognized by the shareholders of
Lakeland whose Lakeland Common Stock is converted solely into Valley Common
Stock in connection with the Merger. Section 354(a).
4. Lakeland shareholders receiving cash in lieu of fractional
shares of Valley Common Stock will be treated as if such fractional shares had
been received from Valley and then subsequently redeemed by Valley. The cash
received by the Lakeland shareholders in lieu of fractional shares will be
treated as having been received as full payment in exchange for the fractional
shares deemed to have been redeemed as provided in Section 302(a). Rev. Rul.
66-365, 1966-2 C.B. 116, Rev. Proc. 77-41, 1977-2 C.B. 574. Accordingly, such
shareholders will recognize gain or loss on the receipt of such cash measured
by the difference between the amount of such cash and the respective adjusted
basis of such shareholders in their fractional shares of Valley Common Stock
considered to have been redeemed.
5. The basis of any Valley Common Stock received by a shareholder
of Lakeland in connection with the Merger shall equal the adjusted basis of the
shareholder's Lakeland Common Stock converted in the transaction, reduced by
the amount of cash received, if any, on the conversion, and increased by the
amount of gain recognized, if any, on the conversion (whether characterized as
dividend as capital gain income).
6. The holding period of the Valley Common Stock received by the
shareholders of Lakeland in connection with the Merger will include the period
during which their Lakeland Common Stock converted in the transaction was held,
provided such stock was held as a capital asset on the date of the Merger.
Section 1223(1).
7. The Bank Merger qualifies as a "reorganization" within the
meaning of Section 368(a)(1)(A). VNB and the Bank each are a "party to a
reorganization" within the meaning of Section 368(b)(2).
8. No gain or loss will be recognized by VNB or the Bank in
connection with the Bank Merger. Section 361(a).
Very truly yours,