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EXHIBIT 8
[Lewis, Rice & Fingersh, L.C. Letterhead]
October 16, 2000
Board of Directors
TrustCo Bank Corp NY
320 State Street
Schenectady, New York 12305
RE: FEDERAL INCOME TAX CONSEQUENCES ARISING FROM THE PROPOSED EXCHANGE
OFFER BY TRUSTCO BANK CORP NY TO THE SHAREHOLDERS OF, AND THE MERGER
WITH,
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"), filed as an Form S-4 Registration Statement with the
Securities and Exchange Commission ("SEC"), to the shareholders of Cohoes 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 ("Holding Company") (the
"Holding Company 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 October 16, 2000
(the "Representations"); (2) the Exchange Offer; and (3) certain assumptions
appropriate to the Stock Exchange and the Holding Company 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 the
Holding Company 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 is 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
Holding Company Merger. We express no opinion with regard to the federal income
tax consequences of the Stock Exchange and the Holding Company Merger not
addressed expressly by the above opinion. In addition, we express no opinion as
to any foreign, state or local tax consequences with respect to the Stock
Exchange and the Holding Company Merger. Finally, this opinion of counsel is not
binding on the Internal Revenue Service or the courts.
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Each Cohoes shareholder should consult with a qualified tax advisor
for assurance as to the particular tax consequences of the Stock Exchange and
the Holding Company Merger as to that Cohoes shareholder, any applicable
reporting requirements, and other tax considerations not expressly addressed
herein.
We hereby consent to the filing of this letter with the SEC 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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