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[Letterhead of Wachtell, Lipton, Rosen & Katz]
[Form of Tax Opinion]
Exhibit 8(a)
January __, 2001
FleetBoston Financial Corporation
100 Federal Street
Boston, Massachusetts 02110
Ladies and Gentlemen:
We have acted as special counsel to FleetBoston Financial
Corporation, a Rhode Island corporation ("FLEETBOSTON"), in connection with
the proposed merger (the "MERGER") of Summit Bancorp., a New Jersey
corporation ("SUMMIT") with and into FleetBoston, pursuant to the Agreement
and Plan of Merger, dated as of October 1, 2000, by and between Summit and
FleetBoston (the "AGREEMENT"). At your request, and in connection with the
filing of the registration statement on Form S-4 filed with the Securities
and Exchange Commission in connection with the Merger (the "REGISTRATION
STATEMENT"), we are rendering our opinion concerning the material federal
income tax consequences of the Merger.
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FleetBoston Financial Corporation
January __, 2001
Page 2
For purposes of the opinion set forth below, we have relied, with
the consent of Summit and the consent of FleetBoston, upon the accuracy and
completeness of the factual statements and representations (which statements
and representations we have neither investigated nor verified) contained,
respectively, in the certificates of the officers of Summit and FleetBoston
dated the date hereof, and have assumed that such factual statements and
representations will be complete and accurate as of the Effective Time and
that all such factual statements and representations made to the knowledge of
any person or entity or with similar qualification are and will be true and
correct as if made without such qualification. We have also relied upon the
accuracy of the Registration Statement and the proxy statement-prospectus
(the "PROXY STATEMENT-PROSPECTUS") contained therein, each as amended or
supplemented through the date hereof. Any capitalized term used and not
defined herein has the meaning given to it in the Agreement.
We have also assumed that the transactions contemplated by the
Agreement will be consummated in accordance therewith and as described in the
Proxy Statement- Prospectus (and no transaction or condition described
therein and affecting this opinion will be waived by any party) and that the
Merger will be reported by Summit and FleetBoston on their respective federal
income tax returns in a manner consistent with the opinion set forth below.
Based upon and subject to the foregoing, it is our opinion, under
currently applicable United States federal income tax law, that the Merger will
be treated as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended, and that, accordingly:
1. Neither FleetBoston nor Summit will recognize any gain or
loss as a result of the Merger.
2. Summit shareholders who exchange their Summit common stock
solely for FleetBoston common stock pursuant to the Merger
will recognize no gain or loss, except with respect to cash
received in lieu of a fractional share interest in FleetBoston
common stock.
3. The aggregate tax basis of the shares of FleetBoston common
stock received by Summit shareholders, including fractional
shares deemed received and redeemed, will equal the aggregate
tax basis of the shares of Summit common stock surrendered in
exchange for that FleetBoston common stock.
4. The holding period of a share of FleetBoston common stock
received in the Merger, including a fractional share deemed
received and redeemed, will include the holder's basis in the
Summit common stock surrendered in exchange for that
FleetBoston common stock.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement, and to the
references therein to us. 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 Securities Act of 1933, as amended.
This opinion relates solely to the material United States federal
income tax consequences of the Merger and no opinion is expressed as to the
tax consequences under any foreign, state or local tax law or under any
federal tax laws other than those pertaining to the income tax. Further, no
opinion is expressed with respect to the United States federal income tax
consequences to Summit shareholders who do not hold their shares of Summit
common stock as a capital asset or who are subject to special treatment under
United States federal income tax law (including, for example, foreign
persons, financial institutions, dealers in securities, traders in securities
who elect to apply a mark-to-market method of accounting, insurance
companies, tax-exempt entities, holders who acquired their Summit common
stock through exercise of an employee stock option or right or otherwise as
compensation, and holders who hold Summit common stock as part of a "hedge,"
"straddle," "constructive sale" or "conversion transaction").
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FleetBoston Financial Corporation
January __, 2001
Page 3
We are furnishing this opinion to you in connection with the
filing of the Registration Statement only and this opinion is not to be
relied upon, circulated, quoted or otherwise referred to for any other
purpose.
Very truly yours,
