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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 certain 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 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 statements and representations
will be complete and accurate as of the Effective Time and that all such
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: (i) 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); (ii) the Merger will
qualify as a statutory merger under the applicable laws of the States of Rhode
Island and New Jersey; and (iii) 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.
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 certain 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 stockholders 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 solely in connection with the
filing of the Registration Statement and this opinion is not to be relied upon,
circulated, quoted or otherwise referred to for any other purpose.
Very truly yours,
