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Exhibit 8
February 27, 1997
Re: Issuance and Sale of
Global Floating Rate
Capital Securities, Series C,
by Chase Capital III
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
Chase Capital III
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 III, 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 (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 C
Subordinated Debentures by the Corporation pursuant to the Indenture, dated as
of December 1, 1996 (the "Indenture"), between the Corporation and The Bank of
New York, a New York banking corporation, as trustee (in such capacity, the
"Indenture Trustee"); and (ii) the issuance and sale of Global Floating Rate
Capital Securities, Series C (the
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"Series C Capital Securities") and the Series C Common Securities (collectively,
the "Series C 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 C Capital Securities will be offered for sale
to investors pursuant to the Registration Statement.
The Series C 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
C Guarantee Agreement (the "Series C 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
C 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) the Indenture; (iii) a form of the
Series C Subordinated Debentures; (iv) a form of the Declaration; (v) a form of
the Series C Guarantee; and (vi) a form of the Series C Capital Securities, in
the case of each "form," as such form was filed as an exhibit 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
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originals or copies, certified or 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 C Subordinated Debentures and the Series C
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 C Capital Securities 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
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a contrary 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,
Simpson Thacher & Bartlett
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[The Chase Manhattan Corporation Letterhead]
February 27, 1997
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 (as
amended, the "Registration Statement") related to the issuance and sale
of the Global Floating Rate Capital Securities, Series C (the "Series C Capital
Securities") by Chase Capital III, 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 C Capital
Securities. 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 C 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 C Subordinated Debentures as indebtedness
on its separate books and records for financial accounting
purposes and (ii) treat the Series C Subordinated Debentures
as indebtedness for all United States tax purposes.
2. The sole assets of the Trust will be the Series C 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 C 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 C Subordinated
Debentures at any time during which the Series C 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 C
Subordinated Debentures.
5. The Series C Capital Securities 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 C 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 C Subordinated
Debentures or the Series C Capital Securities 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