EXHIBIT 8
November 15, 1996
Valley National Bancorp
1455 Valley Road
Wayne, New Jersey 07474
Attn: Gerald H. Lipkin, Chief
Executive Officer
Midland Bancorporation, Inc.
80 East Ridgewood Avenue
Paramus, New Jersey 07652
Attn: Robert M. Meyer, President
and Chief Executive Officer
Re: Merger of Midland Bancorporation, Inc.
With and Into Valley National Bancorp.
Ladies and 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 national banking association wholly-owned by Valley, in connection
with the proposed merger of Midland Bancorporation, Inc. ("Midland"), a New
Jersey corporation which is a registered bank holding company, with and into
Valley (the "Merger"), and the proposed merger immediately thereafter of Midland
Bank, a bank chartered under the laws of New Jersey and wholly-owned by Midland,
with and into VNB. The Merger shall be effected pursuant to the provisions of
the Agreement and Plan of Merger dated September 13, 1996 (the "Merger
Agreement"), among Valley, VNB, Midland, and Midland Bank. The Merger Agreement
defines those capitalized terms appearing in this letter which are not defined
in this letter.
In connection with such representation, we have reviewed the Registration
Statement to be filed with the Securities and Exchange Commission pertaining to
the Merger (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 the Merger. In addition, we have attached to this letter a form
of opinion of this firm regarding certain federal income tax matters applicable
to the Merger (the "Closing Tax Opinion"). Section 6.1(d) of the Merger
Agreement requires as a condition precedent to the consummation of the Merger
the delivery of the Closing Tax Opinion by this firm. At this time, we expect to
deliver the Closing Tax Opinion substantially in the form attached to this
letter at the Closing.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the reference to this firm under the heading "Legal Opinion" in
the Registration Statement.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH
[Date of Effectice Time]
Valley National Bancorp
1455 Valley Road
Wayne, New Jersey 07474
Attn: Gerald H. Lipkin, Chief
Executive Officer
Midland Bancorporation, Inc.
80 East Ridgewood Avenue
Paramus, New Jersey 07652
Attn: Robert M. Meyer, President
and Chief Executive Officer
Re: Merger of Midland Bancorporation, Inc.
With and Into Valley National Bancorp.
Ladies and 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 national banking association wholly-owned by Valley, in connection
with the proposed merger of Midland Bancorporation, Inc. ("Midland"), a New
Jersey corporation which is a registered bank holding company, with and into
Valley (the "Merger"), and the proposed merger immediately thereafter of Midland
Bank, a bank chartered under the laws of New Jersey and wholly-owned by Midland,
with and into VNB. The Merger shall be effected pursuant to the provisions of
the Agreement and Plan of Merger dated September 13, 1996 (the "Merger
Agreement"), among Valley, VNB, Midland, and Midland Bank. We deliver this
opinion pursuant to Section 6.1(d) of the Merger Agreement. The Merger Agreement
defines those capitalized terms appearing in this letter which are not defined
in this letter. Unless otherwise indicated, all sections refer to the Internal
Revenue Code of 1986, as amended (the "Code").
Pursuant to the terms of the Merger Agreement, at the Effective Time,
the Merger shall be effected by the merger of Midland with and into Valley,
with Valley surviving, and immediately thereafter, by the merger of Midland Bank
with and into VNB, with VNB surviving, in accordance with federal and New Jersey
law.
Pursuant to the Merger Agreement, at the Effective Time, each
outstanding share of common stock, no par value, of Midland (the "Midland Common
Stock"), other than shares held by Midland as treasury stock or held by Midland
Bank or any other direct or indirect subsidiary of Midland Bank (except as
trustee or in a fiduciary capacity) or held by Valley, shall be converted into
the right to receive and be exchangeable for 30 shares of Valley Common Stock.
No fractional shares of Valley Common Stock will be issued in exchange for
Midland Common Stock.
In addition to the foregoing facts, on the date of this letter, you
have delivered to us officer certificates in which you have made certain
representations, which we consider relevant to this opinion, in regard to the
Merger and have authorized us to rely on such representations in expressing the
opinions contained in this letter.
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 delivered by the parties to the Merger. 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 in this letter, we have relied on representations of the
parties to the Merger and have not undertaken to verify any of those
representations by independent investigation. We have based our opinions
contained in this letter on our analysis of the Code, Treasury Regulations
promulgated thereunder, and relevant interpretive authorities as in effect on
the date of this letter.
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 Midland each are a "party to a reorganization"
within the meaning of Section 368(b)(2).
2. No gain or loss will be recognized for federal income tax purposes
by Valley or Midland in connection with the Merger. Sections 361(a) and 1032(a).
3. No gain or loss will be recognized for federal income tax purposes
by holders of shares of Midland Common Stock upon the conversion in the Merger
of such shares solely into shares of Valley Common Stock. Section 354(a).
4. The basis of shares of Valley Common Stock received in the Merger by
holders of Midland Common Stock will be the same as the basis of such shares of
Midland Common Stock surrendered in exchange therefor. Section 358.
5. The holding period of shares of Valley Common Stock received in the
Merger by holders of Midland Common Stock will include the period during which
such shares of Midland Common Stock surrendered in exchange therefor were held
by the holder thereof, provided such shares of Midland Common Stock were held as
capital assets. Section 1223(1).
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH