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
May 13, 1997
Board of Directors
Independent Bank Corp.
288 Union Street
Rockland, Massachusetts 02370
Re: Registration Statement on Form S-3;
File Nos. 333-25999 and 333-25999-01
Ladies and Gentlemen:
As special federal tax counsel to Independent Capital Trust I (the
"Issuer") and Independent Bank Corp. in connection with the issuance by the
Issuer of up to $28,750,000 of its Cumulative Trust Preferred Securities
pursuant to the prospectus (the "Prospectus") contained in the Registration
Statement, 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/ Norman B. Antin
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Norman B. Antin, a Partner