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EXHIBIT 8
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
July 23, 1997
Board of Directors
ML Bancorp, Inc.
Two Aldwyn Center
Lancaster Avenue & Route 28
Villanova, Pennsylvania 19085
Gentlemen:
As special federal tax counsel to ML Capital Trust I (the "Issuer")
and ML Bancorp, Inc. in connection with the exchange offer by the Issuer of
$50,000,000 of its 9.875% Capital Securities pursuant to the prospectus (the
"Prospectus") contained in the Registration Statement for the Exchange Offer,
and assuming (i) the holder of the Common Securities of the Issuer will have
"substantial assets" (other than the Common Securities) within the meaning of
Treasury Regulations Section 301.7701-2(d)(2) and (ii) the operative documents
described in the Prospectus will be performed in accordance with the terms
described therein, we hereby confirm to you our opinion as set forth under the
heading "Certain Federal Income Tax Consequences" in the Prospectus, subject to
the limitations set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Certain
Federal Income Tax Consequences" in the Prospectus. In giving such consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P
By: /s/Gerard L. Hawkins
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Gerard L. Hawkins, a Partner