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EXHIBIT 8
November 22, 1996
Re: Issuance and Sale of Cumulative
Quarterly Income Preferred
Securities by Chase Capital I
The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Chase Capital I
c/o The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
We have acted as special tax counsel ("Tax Counsel") to The Chase
Manhattan Corporation, a Delaware corporation (the "Corporation"), and Chase
Capital I, a statutory business trust organized under the Business Trust Act of
the State of Delaware (the "Trust"), in connection with the preparation and
filing by the Corporation and the Trust with the Securities and Exchange
Commission (the "Commission") of a Registration Statement on Form S-3
(Registration No. 333-14959) (as amended, the "Registration Statement") under
the Securities Act of 1933, as amended, and with respect to: (i) the issuance
and sale of the Series A Subordinated Debentures by the Corporation pursuant to
a form of Indenture (the "Indenture") between the Corporation and The Bank of
New York, a New York banking corporation, as trustee (in such capacity, the
"Indenture Trustee"), in the form filed as an exhibit to the Registration
Statement; and (ii) the
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issuance and sale of Cumulative Quarterly Income Preferred Securities, Series A
(the "Series A QUIPS") and the Series A Common Securities (collectively, the
"Series A Securities") pursuant to the Trust's Amended and Restated Declaration
of Trust (the "Declaration") in the form filed as an exhibit to the Registration
Statement. The Series A QUIPS will be offered for sale to investors pursuant to
the Registration Statement.
The Series A Securities are guaranteed by the Corporation with
respect to the payment of distributions and payments upon liquidation,
redemption and otherwise pursuant to, and to the extent set forth in, the Series
A Guarantee Agreement (the "Series A Guarantee"), between the Corporation and
The Bank of New York, a New York banking corporation, as trustee (in such
capacity, the "Guarantee Trustee"), for the benefit of the holders of the Series
A Securities, in the form filed as an exhibit to the Registration Statement.
All capitalized terms used in this opinion letter and not otherwise
defined herein shall have the meaning ascribed to such terms in the Registration
Statement.
In delivering this opinion letter, we have reviewed and relied upon:
(i) the Registration Statement, (ii) a form of the Indenture; (iii) a form of
the Junior Subordinated Debentures; (iv) a form of the Declaration; (v) a form
of the Series A Guarantee; and (vi) a form of the Series A QUIPS, each as filed
as exhibits to the Registration Statement. Further, we have relied upon certain
other statements and representations contained in the Corporation's letter of
representation attached hereto as Exhibit A. We also have examined and relied
upon originals or copies, certified or
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otherwise identified to our satisfaction, of such records of the Corporation and
the Trust and such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinions set forth herein.
In our examination of such material, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all copies of documents
submitted to us. In addition, we also have assumed that the transactions related
to the issuance of the Series A Subordinated Debentures and the Series A
Securities will be consummated in accordance with the terms of the documents and
forms of documents described herein .
On the basis of the foregoing and assuming that the Trust was formed
and will be maintained in compliance with the terms of the Declaration, we
hereby confirm (i) our opinions set forth in the Registration Statement under
the caption "Certain Federal Income Tax Consequences" and (ii) that, subject to
the qualifications set forth therein, the discussion set forth in the
Registration Statement under such caption is an accurate summary of the United
States federal income tax matters described therein.
We express no opinion with respect to the transactions referred to
herein or in the Registration Statement other than as expressly set forth
herein. Moreover, we note that there is no authority directly on point dealing
with securities such as the Series A QUIPS or transactions of the type described
herein and that our opinion is not binding on the Internal Revenue Service
("IRS") or the courts, either of which could take a contrary
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position. Nevertheless, we believe that if challenged, the opinions we express
herein would be sustained by a court with jurisdiction in a properly presented
case.
Our opinion is based upon the Code, the Treasury regulations
promulgated thereunder and other relevant authorities and law, all as in effect
on the date hereof. Consequently, future changes in the law may cause the tax
treatment of the transactions referred to herein to be materially different from
that described above.
We are admitted to practice law only in the State of New York and the
opinions we express herein are limited solely to matters governed by the federal
law of the United States.
We hereby consent to the use of this opinion for filing as Exhibit 8
to the Registration Statement and the use of our name in the Registration
Statement under the captions "Certain Federal Income Tax Consequences" and
"Legal Matters".
Very truly yours,
/s/ Simpson Thacher & Bartlett
Simpson Thacher & Bartlett
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[The Chase Manhattan Corporation Letterhead]
November 22, 1996
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3
(Registration No. 333-14959) (as amended, the "Registration Statement") related
to the issuance and sale of the Cumulative Quarterly Income Preferred
Securities, Series A (the "Series A QUIPS") by Chase Capital I, a statutory
business trust formed under the laws of the State of Delaware (the "Trust"),
Simpson Thacher & Bartlett, special tax counsel to the Trust and The Chase
Manhattan Corporation, a Delaware corporation (the "Corporation"), will render
its opinion (the "Tax Opinion") with respect to certain material United States
federal income tax consequences related to the issuance and sale of the Series A
QUIPS. In connection with the issuance of the Tax Opinion, the undersigned, an
officer of the Corporation, recognizing that Simpson Thacher & Bartlett will
rely on this certificate in delivering the Tax Opinion, hereby certifies as of
the date hereof as to the matters set forth in paragraphs one through six
hereof, to the best of his or her knowledge and belief after due inquiry and
investigation as to such matters. (Capitalized terms used and not otherwise
defined herein shall have the same meanings ascribed to such terms in the
Registration Statement.)
1. The Corporation and the Trust intend to create a debtor-creditor
relationship between the Corporation, as debtor, and the Trust,
as a creditor, upon the issuance and sale of the Series A
Subordinated
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Debentures to the Trust by the Corporation, and the Corporation
will (i) record and at all times continue to reflect the Series
A Subordinated Debentures as indebtedness on its separate books
and records for financial accounting purposes and (ii) treat the
Series A Subordinated Debentures as indebtedness for all United
States tax purposes.
2. The sole assets of the Trust will be the Series A Subordinated
Debentures.
3. The Corporation has no present intent to exercise its right to
defer payments of interest by extending the interest payment
period on the Series A Subordinated Debentures.
4. The Corporation believes that the likelihood that it would
exercise its right to defer payments of interest by extending
the interest payment period on the Series A Subordinated
Debentures at any time during which the Series A Subordinated
Debentures are outstanding is remote because of the restrictions
that would be imposed on the Corporation's ability to pay
dividends on its outstanding equity in the event it elected to
defer payments of interest on the Series A Subordinated
Debentures.
5. The Series A QUIPS issued by the Trust are expected to be rated
"investment grade" by at least one nationally recognized
statistical credit rating agency.
6. The Corporation expects that it will be able to cause its
wholly-owned subsidiaries to pay dividends to the Corporation in
amounts and at times
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sufficient to enable the Corporation to make timely payments of
interest and principal on the Series A Subordinated Debentures.
The Corporation acknowledges that if any of the foregoing
certifications is inaccurate, the Tax Opinion may not accurately describe the
proper United States federal income tax treatment of the Series A Subordinated
Debentures or the Series A QUIPS and the discussion set forth in the
Registration Statement under the caption "Certain Federal Income Tax
Consequences" may not accurately describe the United States federal income tax
consequences of the transactions described in the Registration Statement. The
Corporation will promptly and timely notify Simpson Thacher & Bartlett if it
discovers that any of the above certifications ceases to be true, correct or
complete.
Very truly yours,
THE CHASE MANHATTAN
CORPORATION
By:/s/ DEBORAH L. DUNCAN
Title: Executive Vice President & Treasurer