Exhibit 8.0
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
734 15th Street, N.W.
12th Floor
Washington, D.C. 20005
Telephone (202) 347-0300
February 22, 2002
Board of Directors
Banknorth Group, Inc.
Two Portland Square
Portland, Maine 04112-9540
Ladies and Gentlemen:
We have acted as special federal tax counsel for Banknorth Group, Inc.,
a Maine corporation (the "Company"), and Banknorth Capital Trust II, a Delaware
business trust (the "Trust"), in connection with the issuance by the Trust of up
to 8,000,000 shares of its 8.0% Trust Preferred Securities, liquidation amount
$25 per security (the "Capital Securities"), aggregate liquidation amount
$200,000,000, representing undivided beneficial interests in the assets of the
Trust pursuant to the applicable Prospectus and Prospectus Supplement contained
in the shelf Registration Statement on Form S-3 (File No. 333-81890) (the
"Registration Statement") relating to the issuance of the Capital Securities,
the Guarantee (as defined below) and the Debentures (as defined below)
The Capital Securities are guaranteed (the "Guarantee") by the Company
with respect to the payment of distributions and payments upon liquidation,
redemption and otherwise pursuant to, and to the extent set forth in, a
Guarantee Agreement to be entered into between the Company and The Bank of New
York, as guarantee trustee, for the benefit of the holders of the Capital
Securities, the form of which was filed as an exhibit to the Registration
Statement (the "Guarantee Agreement").
In connection with the issuance of the Capital Securities, the Trust
also is issuing its common securities representing undivided beneficial
interests in the assets of the Trust (the "Common Securities"), which the
Company will purchase from the Trust.
The Capital Securities and the Common Securities are being issued
pursuant to an Amended and Restated Trust Agreement to be entered into among the
Company, as sponsor, and
Board of Directors
Banknorth Group, Inc.
February 22, 2002
Page 2
the trustees of the Trust, the form of which was filed as an exhibit to the
Registration Statement (the "Trust Agreement").
The entire proceeds from the sale of the Capital Securities and the
Common Securities are to be used by the Trust to purchase up to $206,185,575
aggregate principal amount of 8.0% Junior Subordinated Debentures due 2032 (the
"Debentures") to be issued by the Company pursuant to an Indenture to be entered
into between the Company and The Bank of New York, as trustee, the form of which
was filed as an exhibit to the Registration Statement (the "Indenture").
In connection with the opinions expressed herein, we have examined and
relied upon originals or copies of: (1) the Registration Statement; (2) the
Certificate of Trust relating to the Trust filed with the State of Delaware on
January 31, 2002; (3) the Trust Agreement; (4) the Guarantee Agreement; (5) the
Indenture; (6) the form of the Debentures and a specimen certificate thereof;
(7) the underwriting agreement between the Company and Lehman Brothers, Inc.,
and Keefe, Bruyette & Woods, Inc., as representatives of the several
underwriters, dated February 14, 2002; and (8) the form of the Capital
Securities. We also have relied upon certain statements and representations made
by officers of the Company and trustees of the Trust. In addition, we have
examined originals and copies of such records of the Company and the Trust and
such other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions expressed herein. In such examination we
have assumed the genuineness of all signatures, the authority of each signatory,
the due authorization, execution and delivery of all documents by all parties,
the authenticity of all documents submitted to us as originals, and the
conformity with originals of all documents submitted to us as copies.
The opinions expressed herein are 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 factual representations made by officers of the Company and trustees of the
Trust. We have assumed that the transactions related to the issuance of the
Capital Securities, the Common Securities, the Debentures and the Guarantee will
be consummated in the manner contemplated in the Registration Statement.
The opinions expressed herein are based upon the Internal Revenue Code
of 1986, as amended (the "Code"), Treasury Regulations promulgated thereunder,
and administrative and judicial interpretations thereof, all as in effect as of
the date of this letter, and all of which are subject to change, which changes
may be retroactively applied. A change in the authorities upon which our
opinions are based, whether as a result of the proposed legislation described
under "United States Federal Income Tax Consequences - Possible Tax Law Changes"
in the Prospectus Supplement included in the Registration Statement or
otherwise, could affect our conclusions. Further, we note that there is no
authority directly on point dealing with securities such as the Debentures and
the Capital Securities or transactions of the type described herein,
Board of Directors
Banknorth Group, Inc.
February 22, 2002
Page 3
and there can be no assurances that any of the opinions expressed herein would
be accepted by the Internal Revenue Service or, if challenged, by a court.
Based solely on the foregoing, it is our opinion that under current
United States federal income tax law:
(i) the Trust will be classified as a grantor trust and not as an
association taxable as a corporation; and
(ii) the Debentures will be treated as indebtedness for United
States federal income tax purposes.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and the
references to us under the headings "United States Federal Income Tax
Consequences" and "Legal Opinions" in the Prospectus Supplement. Except as set
forth above, we express no opinion to any party as to the tax consequences,
whether federal, state, local or foreign, of the issuance of the Debentures, the
Capital Securities, the Common Securities or of any transactions related to or
contemplated by such issuance. This opinion is expressed as of the date hereof,
and we disclaim any undertaking to advise you of any subsequent changes to the
facts stated as assumed herein or any subsequent changes in applicable law.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Timothy B. Matz
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Timothy B. Matz, a Partner