EXHIBIT 8.1
[LETTERHEAD OF THACHER PROFFITT & WOOD]
February 18, 2000
Astoria Financial Corporation
One Astoria Federal Plaza
Lake Success, New York 11042
Astoria Capital Trust I
One Astoria Federal Plaza
Lake Success, New York 11042
Re: Registration Statement on Form S-4
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Ladies and Gentlemen:
We have acted as special tax counsel to Astoria Financial Corporation, a
Delaware corporation ("Astoria Financial"), and Astoria Capital Trust I, a
business trust formed under the Business Trust Act of the State of Delaware (the
"Trust"), in connection with the exchange offer registration statement on Form
S-4 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") for the purpose of (i) registering under the
Securities Act of 1933, as amended (the "Securities Act"), (a) the guarantee by
the Corporation of up to 125,000 of the Trust's 9.75% Capital Securities, Series
B, liquidation amount of $1,000 per capital security (the "Exchange Capital
Securities") with respect to distributions and payments upon liquidation,
redemption and otherwise (the "Exchange Guarantee"), (b) up to $128,866,000
principal amount of 9.75% Junior Subordinated Deferrable Interest Debentures due
November 1, 2029, Series B (the "Exchange Junior Subordinated Debentures")
issued by the Corporation and (c) an aggregate of up to 125,000 9.75% Exchange
Capital Securities (liquidation amount of $1,000 per security) of the Trust, and
(ii) exchanging (such event, the "Exchange") (a) the Exchange Guarantee for the
previously issued guarantee, (b) the Exchange Junior Subordinated Debentures for
the previously issued junior subordinated debentures (the "Original Junior
Subordinated Debentures") and (c) the Exchange Capital Securities for the
previously issued 9.75% Capital Securities, Series A, liquidation amount of
$1,000 per capital security (the "Original Capital Securities"). Capitalized
terms used and not defined herein shall have the respective meanings set forth
in the Registration Statement.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the certificate of
trust of the Trust filed with the Secretary of State of the State of Delaware on
October 19, 1999; (ii) the Amended and Restated Declaration of Trust (including
the designations of the terms of the Trust Securities annexed thereto), dated
October 28, 1999
(the "Declaration"), by and among Astoria Financial, as Sponsor, Wilmington
Trust Company, as Property Trustee and the Delaware Trustee, and Monte N.
Redman, Frank E. Fusco and Thomas E. Lavery (collectively, the "Administrative
Trustees"); (iii) the form of certificates evidencing the Original Capital
Securities and the Exchange Capital Securities and annexed to the Declaration;
(iv) the Registration Rights Agreement, dated October 25, 1999, by and among
Astoria Financial, the Trust and the Initial Purchaser; (v) the Indenture and
the form of certificate evidencing the Original Junior Subordinated Debentures
and the Exchange Junior Subordinated Debentures; and (vi) the Exchange Guarantee
Agreement, by and between Astoria Financial, as guarantor, and Wilmington Trust
Company for the benefit of the holders of the Exchange Capital Securities. We
have also examined originals or copies, certified or otherwise identified to our
satisfaction, of such other documents, certificates and records as we have
deemed necessary or appropriate as a basis for the opinions set forth herein.
In rendering the opinions expressed below, we have participated in the
preparation of the Registration Statement. Our opinion is conditioned on, among
other things, the initial and continuing accuracy of the facts, information,
covenants and representations set forth in the documents referred to above and
the statements and representations made by officers of Astoria Financial and
others. In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents. We also have assumed that the
transactions related to the issuance of the Exchange Capital Securities and the
Exchange Junior Subordinated Debentures will be consummated in the manner
contemplated by the Registration Statement.
In rendering our opinion, we have considered the current provisions of the
Internal Revenue Code of 1986, as amended, Treasury regulations promulgated
thereunder, judicial decisions and Internal Revenue Service rulings, all of
which are subject to change, which changes may be retroactively applied. A
change in the authorities upon which our opinion is based could affect our
conclusions. There can be no assurances, moreover, that any of the opinions
expressed herein will be accepted by the Internal Revenue Service or, if
challenged, by a court.
Based solely upon the foregoing, we are of the opinion that under current
federal income tax law, as of the date hereof:
(i) although the discussion set forth in the Registration Statement under
the heading "CERTAIN FEDERAL INCOME TAX CONSEQUENCES" does not purport
to discuss all possible federal income tax consequences of the
Exchange and the ownership and disposition of the Exchange Capital
Securities or the Exchange Junior Subordinated Debentures, such
discussion constitutes, in all material respects, a fair and accurate
summary under current law of the material federal income tax
consequences of such matters; and
(ii) the Exchange will not be a taxable event to the holders of the
Original Capital Securities for federal income tax purposes.
For purposes of this letter, we do not express any opinion concerning any
law other than the federal income tax law of the United States. Furthermore,
our opinion is limited solely to the specific questions and conclusions set
forth herein and we express no opinion to any party as to the tax consequences,
whether federal, state, local or foreign, of the issuance of the Exchange Junior
Subordinated Debentures and the Exchange Capital Securities or of any
transaction related to or contemplated by such issuance.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion letter is rendered for
the benefit of the Astoria Federal, the Trust and the holders of the Exchange
Capital Securities. Copies of this opinion letter may not be furnished to any
other person, nor may any portion of this opinion letter be quoted, circulated
or referred to in any other document, without our prior written consent.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement, and to the reference to our firm under the heading "Legal Matters" in
the prospectus which is part of the Registration Statement.
Very truly yours,
THACHER PROFFITT & WOOD
By: /s/ Albert J. Cardinali
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Albert J. Cardinali