Exhibit 8.2
Opinion of Wertime, Ries and Van Ullen, P.C.
with respect to New York income tax
consequences of the Conversion
[Wertime, Ries & Van Ullen, P.C. Letterhead]
October 29, 1998
Board of Trustees
Cohoes Savings Bank
75 Remsen Street
Cohoes, New York 12047
Board Members:
You have requested our opinion as to the New York State franchise and
New York State personal income tax consequences relating to the proposed
conversion of Cohoes Savings Bank from a state chartered mutual savings bank to
a state chartered stock savings bank (Stock Bank) and the formation of Cohoes
Bancorp Inc., which will acquire all of the outstanding stock of Stock Bank.
You have submitted to us a copy of the federal income tax opinion
("Federal Opinion") dated October 29, 1998 relating to the federal income tax
consequences of the proposed transaction prepared by your counsel, Silver,
Freedman & Taff, L.L.P.
Our opinion regarding the New York State franchise and New York State
personal income tax consequences of the proposed transaction is based on the
same facts, assumptions and conditions contained in the Federal Opinion. It is
also based on existing New York Tax Law which is subject to change. We have not
reviewed the legal documents necessary to effectuate the steps to be undertaken,
and we assume that all steps will be properly effectuated under state and
federal law and will be consistent with the legal documentation.
In our opinion, the New York State franchise and New York State
personal income tax consequences of the proposed transaction are consistent with
the federal income tax consequences of the proposed transaction opined upon the
Federal Opinion.
For the purposes of the franchise tax the State of New York has adopted
federal taxable income (Internal Revenue Code Sec. 63), as currently amended, as
the starting point for computing New York entire net income (NYS Tax Law Sec.
1453). Franchise tax terms are defined in relation to the Internal Revenue Code
of 1986, as amended. Taxpayers are required to use federal taxable income as the
starting point for the computation of entire net income.
Several specific modifications to federal taxable income are enumerated
in the New York Tax Law and the Banking Corporation Regulations in determining
income taxable for New York State franchise tax purposes. There are, however, no
specific modifications which apply to the proposed transaction (see New York
State Tax Law Article 32, Section 1453 (b) through (o) and Regulation Sections
18-2.3, 18-2.4 and 18-2.5 of the Franchise Tax on Banking Corporations).
Board of Trustees
October 29, 1998
Page 2
The State of New York has adopted federal adjusted gross income (IRC
Sec. 62), as currently amended, as the starting point for computing New York
taxable income (NYS Tax Law Sec. 612) for personal income tax purposes. Income
tax terms are defined in relation to the Internal Revenue Code of 1986, as
amended.
New York modifications to federal taxable income are enumerated in the
Statutes in determining income taxable for New York State personal income tax
purposes. There are, however, no specific modifications applicable to the
proposed transactions (see New York State Tax Law Article 22, Sections 612 (b)
through (t) and Regulation Sections 1 12.2 through 1 12.13 of the Personal
Income Tax).
Our opinion expressed above is rendered only with respect to the New
York franchise and New York State personal income tax consequences of the
matters specifically discussed herein. We express no opinion with respect to any
other New York franchise, income or transfer tax matter or any other federal,
state, local or foreign tax matter relating to the proposed transaction. Our
opinion is based on the facts and conditions as stated herein, whether directly
or by reference to the Federal Opinion. It is expressly understood and agreed to
by Cohoes Savings Bank that Wertime, Ries & Van Ullen, P.C. is relying solely on
the Federal Opinion in all respects, relating to the federal tax consequences of
the matters described herein. Wertime, Ries & Van Ullen, P.C. has not
independently verified the accuracy of any fact, representation, opinion of
other matter contained in the Federal Tax Opinion and should any fact,
representation, opinion or other matter addressed therein not be correct, it
could cause the opinion contained herein regarding New York State franchise and
income taxes, to also be incorrect. If any of the facts and conditions are not
entirely complete or accurate, it is imperative that we be informed immediately,
as the inaccuracy or incompleteness could have a material effect on our
conclusions. In rendering our opinion, we are relying upon the relevant
provisions of the Internal Revenue Code of 1986, as amended, and New York
Statutes, as amended, the regulations and rules thereunder and judicial and
administrative interpretations thereof, which are subject to change or
modification by subsequent legislative, regulatory, administrative, or judicial
decisions. Any such changes could also have an effect on the validity of our
opinion. We undertake no responsibility to update or supplement our opinion
after its issuance. This opinion is not binding upon any tax authority or any
court and no assurance can be given that a position contrary to that expressed
herein will not be asserted by a tax authority and ultimately sustained by a
court.
Very truly yours,
WERTIME, RIES & VAN ULLEN, P.C.
/s/ Charles B. Ries
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