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EXHIBIT 5.1
June 29, 2000
Commerce Bancorp, Inc.
Commerce Atrium
1701 Rout 70 East
Cherry Hill, NJ 08003
RE: Commerce Bancorp, Inc. Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to Commerce Bancorp, Inc. (the "Company") in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, relating to the offer and
sale of up to 5,000,000 shares of common stock, par value $1.5625 per share (the
"Common Stock"), by the Company pursuant to the Commerce Bancorp, Inc. 1997
Employee Stock Option Plan (the "Plan"). This opinion is furnished pursuant to
the requirements of Item 601(b)(5) of Regulation S-K.
In rendering this opinion, we have examined only the following
documents: (i) the Company's Restated and Amended Certificate of Incorporation
and Bylaws, (ii) resolutions adopted by the Board of Directors of the Company,
(iii) the Registration Statement, and (iv) the Plan. We have not performed any
independent investigation other than the document examination described. Our
opinion is therefore qualified in all respects by the scope of that document
examination. We have assumed and relied, as to questions of fact and mixed
questions of law and fact, on the truth, completeness, authenticity and due
authorization of all certificates, documents, and records examined and the
genuineness of all signatures. This opinion is limited to the laws of the State
of New Jersey.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock of the Company which are being offered and sold by the
Company pursuant to the Registration Statement and the Plan, when sold in the
manner and for the consideration contemplated by the Registration Statement and
the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registrant Statement.
Sincerely,
/s/ BLANK ROME COMISKY & MCCAULEY LLP
