Exhibit 8.2
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[Dilworth Paxson LLP Letterhead]
September 9, 2003
Board of Directors
Grange National Banc Corp.
198 E. Tioga Street
Tunkhannock, PA 18657
Re: Amended and Restated Agreement and Plan of Merger
by and between Grange National Banc Corp.
("Target") and Community Bank System, Inc. ("Parent")
Dear Board of Directors:
We have acted as counsel to Target, a Pennsylvania corporation, in
connection with the proposed merger (the "Merger") of Target with and into
Parent, a Delaware corporation, pursuant to the terms of the Amended and
Restated Agreement and Plan of Merger dated as of June 7, 2003 (the "Merger
Agreement") between Parent and Target. You have requested our opinion regarding
whether the Merger will qualify as a reorganization for federal income tax
purposes within the meaning of Section 368(a) of the Internal Revenue Code of
1986, as amended (the "Code"), and as to certain other consequences of the
Merger. All capitalized terms, unless otherwise specified, have the meaning
assigned to them in the Merger Agreement.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Merger Agreement, the information statement to be distributed to Target's
shareholders, and such other documents as we have deemed necessary or
appropriate in order to enable us to render the opinion below. In rendering this
opinion, we have relied upon the facts, statements, and representations set
forth in the Merger Agreement and other documents and certain written
representations and covenants of Parent and Target, which are annexed hereto.
In connection with rendering this opinion, we have assumed that:
1. Any representation or statement referred to above made "to the knowledge
of," "to the best of the knowledge" or otherwise similarly qualified is correct
without such qualification. As to all matters in which a person or entity making
a representation referred to above has represented that such person or entity
either is not a party to, does not have, or is not aware of, any plan,
intention, understanding or agreement, there is in fact no such plan, intention,
understanding or agreement.
2. All statements, descriptions and representations contained in any of the
documents referred to herein or otherwise made to us are true and correct in all
material respects and will continue to be true and correct in all material
respects as of the Effective Time and all
other relevant times, and no actions have been (or will be) taken which are
inconsistent with such representations.
3. Each of Parent and the Target will comply with all reporting obligations
with respect to the Merger required by the Code and the Treasury Regulations
thereunder and will report the Merger on their respective federal income tax
returns in a manner consistent with the opinion set forth below.
4. A tax opinion, substantially identical in substance to this opinion, has
been delivered to Parent by PriceWaterhouseCoopers LLP, and will not be
withdrawn prior to the Effective Time.
5. The Agreement and all related documents and instruments are valid and
binding in accordance with their terms.
Based upon and subject to the foregoing, we are of the opinion, for federal
income tax purposes only, that:
(a) The Merger will, under current law, constitute a reorganization
under Section 368(a)(1)(A) of the Code;
(b) Parent and Target will each be a party to such reorganization within
the meaning of Section 368(b) of the Code;
(c) No gain or loss will be recognized by Parent or Target as a result
of the Merger (except for amounts resulting from any required change in
accounting methods, or any income and deferred gain recognized pursuant to
Treasury regulations issued under Section 1502 of the Code);
(d) No gain or loss will be recognized by Target shareholders who
receive only shares of Parent Common Stock in exchange for their shares of
Target Common Stock, except that gain or loss will be recognized on receipt of
cash, if any, in lieu of fractual shares;
(e) Gain, but not loss, will be recognized by Target shareholders on the
exchange of Target Common Stock for Parent Common Stock and cash in an amount
equal to the lesser of the Target shareholder's gain realized with respect to
such exchange or the amount of cash received;1
(f) Each Target shareholder's aggregate tax basis in any shares of
Parent Common Stock received in the transaction will be the same as the
aggregate tax basis of the shares of Target Common Stock such shareholder
surrendered in the Merger, decreased by the amount of any cash received and any
tax basis allocable to the cash received for fractional shares of Parent Common
Stock, and increased by the amount of gain recognized by the Target shareholder
with respect to cash received; and
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1 In the event that the exchange has the effect of the distribution of a
dividend (determined with the application of Section 318 of the Code), then the
amount of gain recognized that is not in excess of the ratable share of
undistributed earnings and profits will be treated as an ordinary dividend.
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(g) Each Target shareholder's holding period in any shares of Parent
Common Stock received in the transaction will, in each instance, include the
period during which the shares of Target Common Stock surrendered in exchange
therefor were held, provided that such shares of Target Common Stock were held
as capital assets by the shareholder at the Effective Time.
The opinions expressed above in paragraphs (d) through (g) may not be
entirely applicable or may be incomplete for those Target shareholders with
special circumstances, such as
o dealers in securities;
o insurance companies or tax-exempt organizations;
o those subject to alternative minimum tax; those holding their
shares as part of a hedge, straddle or other risk reduction
transaction;
o foreign persons; and
o those who acquired their Target Common Stock through stock options or
otherwise as compensation.
This opinion represents and is based upon our best judgment regarding the
application of federal income tax laws arising under the Code, existing judicial
decisions, administrative regulations and published rulings and procedures in
existence as of this date. Our opinion is not binding on the Internal Revenue
Service or the courts.
Except as set forth above, we express no opinion as to the tax consequences
to any party, whether federal, state, local or foreign, of the Merger or of any
transactions related to the Merger or contemplated by the Merger Agreement. This
opinion has been delivered to you for the purpose of satisfying the requirements
of Section 6.1(f) of the Merger Agreement. It may not be relied upon for any
other purpose or by any other person and may not be circulated, quoted or
otherwise referred to for any other purpose without our express written consent.
We consent to its inclusion as an Exhibit to the Registration Statement on Form
S-4.
Very truly yours,
/s/ Dilworth Paxson LLP
Dilworth Paxson LLP
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