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Exhibit 8(b)
FORM OF OPINION
January __, 2001
Summit Bancorp.
301 Carnegie Center
Princeton, New Jersey 08543
Ladies & Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences of the merger (the "MERGER") of Summit Bancorp., a New Jersey
corporation ("SUMMIT") with and into FleetBoston Financial Corporation, a Rhode
Island corporation ("FLEETBOSTON").
In formulating our opinion, we examined such documents as we deemed
appropriate, including the Agreement and Plan of Merger dated as of October 1,
2000, by and between Summit and FleetBoston (the "MERGER AGREEMENT"), the Proxy
Statement - Prospectus (the "PROXY STATEMENT") filed by Summit with the
Securities and Exchange Commission (the "SEC") and the Registration Statement on
Form S-4, as filed by FleetBoston with the SEC on January __, 2001, in which the
Proxy Statement is included as a prospectus (with all amendments thereto, the
"REGISTRATION STATEMENT"). In addition, we have obtained such additional
information as we deemed relevant and necessary through consultation with
various officers and representatives of Summit and FleetBoston. Any capitalized
term not defined herein shall have the meaning assigned to such term in the
Merger Agreement.
Our opinion set forth below assumes (1) the accuracy of the
statements and facts concerning the Merger set forth in the Merger Agreement,
the Proxy Statement and the Registration Statement, (2) the consummation of the
Merger in the manner contemplated by, and in accordance with the terms set forth
in, the Merger Agreement, (3) the accuracy as of the Effective Time of (a) the
representations made by FleetBoston which are set forth in the certificate
delivered to us by FleetBoston, dated the date hereof, and (b) the
representations made by Summit which are set forth in the certificate delivered
to us by Summit, dated the date hereof, (4) that any representations made in
such certificates that are qualified by knowledge or a qualification of like
import will be
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Summit Bancorp.
January ___, 2001
Page 2
accurate at the Effective Time without such qualification, and (5) no change in
law applicable to the Merger from the date hereof through the Effective Time.
Based upon the facts and statements set forth above, our examination
and review of the documents referred to above and subject to the assumptions set
forth above and qualifications set forth below, we are of the opinion that, for
United States federal income tax purposes, the Merger will constitute a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "CODE").
We express no opinion concerning any tax consequences of the Merger
other than those specifically set forth herein.
Our opinion is based on current provisions of the Code, the Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service and case law, any of which may be changed at any time with
retroactive effect. Any change in applicable laws or facts and circumstances
surrounding the Merger, or any inaccuracy in the statements, facts, assumptions
and representations on which we have relied, may affect the continuing validity
of the opinions set forth herein. We assume no responsibility to inform you of
any such change or inaccuracy that may occur or come to our attention.
We hereby consent to the use of our name in the prospectus included
in the Registration Statement and to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
