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Exhibit 8
[Lewis, Rice & Fingersh, L.C. Letterhead]
October 2, 2000
Board of Directors
TrustCo Bank Corp NY
320 State Street
Schenectady, New York 12305
Re: Re: Federal Income Tax Consequences Arising from the Exchange Offer
by TrustCo Bank Corp NY to Cohoes Bancorp, Inc.
Ladies and Gentlemen:
You have requested our opinion as to the United States federal income tax
consequences of the proposed acquisition by TrustCo Bank Corp NY ("TrustCo") of
all of the issued and outstanding shares of Cohoes Bancorp, Inc. ("Cohoes")
pursuant to a plan under which TrustCo will make a written exchange offer (the
"Exchange Offer") to the shareholders of Cohoes (the "Shareholders") to exchange
all of their Cohoes shares for a combination of shares of TrustCo voting common
stock (the "Stock Exchange") and cash, and, as a condition to, and promptly upon
the consummation of, the Stock Exchange, TrustCo will cause Cohoes to merge into
a wholly-owned subsidiary of TrustCo ("TrustCo Sub") (the "Merger"). For
purposes of this opinion, capitalized terms, unless otherwise defined herein,
shall have the meaning ascribed to them in the Exchange Offer.
In issuing this opinion letter, we have relied upon (1) the factual
representations made by TrustCo in a written statement dated September 28, 2000
(the "Representations"); (2) the Exchange Offer; and (3) certain assumptions
appropriate to the Stock Exchange and Merger as set out in the description of
the "Material Federal Income Tax Consequences" in the Exchange Offer. Based on
our review of the Exchange Offer and the Representations and assuming the
transaction described therein is completed as described, our opinion as to the
federal income tax consequences of the Stock Exchange and Merger is that,
subject to the qualifications therein and herein, the statements contained in
the Exchange Offer under the caption "Material Federal Income Tax Consequences"
insofar as such statements constitute matters of law or legal conclusions,
fairly present, in all material respects, the indicated United States federal
income tax treatment.
The opinion set forth in this letter are predicated upon our understanding
of the facts set forth in the Exchange Offer and the Representations. Any change
in such facts may adversely affect our opinion. Furthermore, our opinion is
based upon our understanding of the existing provisions of the Code, currently
applicable regulations promulgated under the Code, current published
administrative positions of the Internal Revenue Service such as revenue rulings
and revenue procedures, and existing judicial decisions, all of which are
subject to change either prospectively or retroactively. Any change in such
authorities may adversely affect our opinion. We note that there is no authority
directly on point dealing with the transactions of the type described herein,
and the authorities on which this opinion is based are subject to various
interpretations. We assume no obligation to update our opinion to reflect any
modifications of any law applicable to the Stock Exchange and the Merger. We
express no opinion with regard to the federal income tax consequences of the
Stock Exchange and the Merger not addressed expressly by the above opinion. In
addition, we express no opinion as to any state or local tax consequences with
respect to the Stock Exchange and Merger. Finally, this opinion of counsel is
not binding on the Internal Revenue Service or the courts.
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Each Shareholder should consult with a qualified tax advisor for assurance
as to the particular tax consequences of the Stock Exchange and the Merger as to
that Shareholder, any applicable reporting requirements, and other tax
considerations not expressly addressed herein.
We hereby consent to the filing of this letter with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to all
references made to this opinion letter in the Registration Statement.
Very truly yours,
LEWIS, RICE & FINGERSH, L.C.
/s/ Lewis, Rice & Fingersh, L.C.
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