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EXHIBIT 8
[LETTERHEAD OF DUANE, MORRIS & HECKSCHER LLP]
[FORM OF OPINION]
[__________________, 2000]
Board of Directors
NBT Bancorp Inc.
52 South Broad Street
Norwich, New York 13815
Board of Directors
BSB Bancorp, Inc.
58-68 Exchange Street
Binghamton, New York 13901
Re: Proposed Merger of BSB Bancorp, Inc. with and into NBT Bancorp Inc.
and Proposed Merger of BSB Bank & Trust Company with and into NBT
Bank, National Association
Ladies and Gentlemen:
We have acted as counsel to NBT Bancorp Inc., a Delaware corporation
("NBT") in connection with the Agreement and Plan of Merger dated as of April
19, 2000 and amended as of May 17, 2000 (the "Agreement"), between NBT and BSB
Bancorp, Inc., a Delaware corporation ("BSB") and a related Bank Plan of Merger,
to be entered into substantially in the form attached to the Agreement as
Exhibit A thereto (the "Bank Merger Agreement") between NBT Bank, National
Association, a national banking association and wholly-owned subsidiary of NBT
("NBT Bank") and BSB Bank & Trust Company, a New York-chartered commercial bank
and trust company and wholly-owned subsidiary of BSB ("BSB Bank"), whereby BSB
will be merged with and into NBT, with NBT being the surviving corporation (the
"Holding Company Merger") and BSB Bank will be merged with and into NBT Bank,
with NBT Bank being the surviving entity (the "Bank Merger"; collectively the
"Reorganizations").
In accordance with section 6.01(h) of the Agreement, this opinion addresses
certain federal income tax consequences of the Reorganizations.
Except as otherwise defined herein, all terms defined in the Agreement
shall have the same meaning when used in this opinion.
The elements of the Reorganizations are as follows:
(1) Pursuant to the Agreement and the provisions of Section 251 of the
Delaware General Corporation Law, BSB will merge with and into NBT, with NBT
being the surviving corporation and at the Effective Time, each holder of shares
of outstanding BSB Common Stock issued and
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outstanding immediately prior to the Effective Time (other than any shares held
in the treasury of BSB or held by NBT or any subsidiary of NBT except in a
trust, fiduciary, custodial or managed capacity or in a similar capacity) will
receive, in exchange for each share of BSB Common Stock, two shares of NBT
Common Stock. NBT will not issue fractional shares of its stock. In lieu of
fractional shares of NBT Common Stock, if any, each BSB shareholder who is
entitled to a fractional share of NBT Common Stock will receive an amount of
cash equal to the product obtained by multiplying (i) such fractional share
interest by (ii) the actual market value of a share of NBT Common Stock (deemed
to be the average daily closing trading price of such stock for the 20
consecutive trading days ending on the third day preceding the date of the
Effective Time).
(2) Pursuant to the Agreement, the Bank Merger Agreement and the
provisions of Section 215a of the National Bank Act and Section 602 of the New
York Banking Law, BSB Bank will merge with and into NBT Bank, with NBT Bank
being the surviving corporation and the outstanding shares of the common stock
of the BSB Bank will be canceled.
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In rendering our opinion, we have examined and relied upon but have not
independently verified the accuracy and completeness of the facts, information,
covenants and representations contained in the Agreement, the Bank Merger
Agreement and such other documents as we have deemed necessary or appropriate as
a basis for our opinion. In addition, we have relied upon certain representation
letters furnished to us by NBT and BSB. Where such statements and
representations are made to the best knowledge and belief of the person making
such statement or representation, we have assumed the facts to be as so stated
and represented. We have also assumed that the Reorganizations will be
consummated in accordance with the Agreement, the Bank Merger Agreement and the
Registration Statement, including the Proxy Statement/Prospectus, as filed with
the Securities and Exchange Commission on Form S-4. Our opinion is conditioned
on the initial and continuing accuracy of such facts, information, covenants,
representations, statements and assumptions. In addition, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of natural persons, and the conformity to the
originals of all documents submitted to us as copies.
In rendering our opinion, we have considered the applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations
promulgated thereunder, pertinent judicial authorities, and interpretive rulings
as we have considered relevant as in effect as of the date hereof. Statutes,
regulations, judicial decisions and administrative interpretations are subject
to change at any time and, in some circumstances, with retroactive effect. A
material change in the authorities upon which our opinion is based could affect
our conclusions.
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Based solely upon the foregoing, we are of the opinion that under current
law for federal income tax purposes:
(i) The Holding Company Merger will qualify as a "reorganization" under
Section 368(a)(1) of the Code. NBT and BSB will each be a "party to
the reorganization"
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368(a)(1) of the Code. NBT and BSB will each be a "party to the
reorganization" within the meaning of Section 368(b) of the Code;
(ii) Neither NBT nor BSB will recognize any gain or loss in the Holding
Company Merger;
(iii) No gain or loss will be recognized by a BSB shareholder upon the
receipt of NBT Common Stock solely in exchange for his or her BSB
Common Stock;
(iv) The basis of the NBT Common Stock received by a BSB shareholder
pursuant to the Holding Company Merger (including any fractional
share interest to which that shareholder may be entitled) will be
the same as the basis of the BSB Common Stock exchanged therefor;
(v) The holding period of the NBT Common Stock received by a BSB
shareholder pursuant to the Holding Company Merger (including any
fractional share interest to which that shareholder may be entitled)
will include the holding period of the BSB Common Stock exchanged
therefor, provided the BSB Common Stock is held as a capital asset
by the shareholder at the Effective Time;
(vi) A BSB shareholder who receives cash in lieu of a fractional share of
NBT Common Stock will recognize gain or loss equal to the difference
between the cash received and the shareholder's basis in that
fractional share, and that gain or loss will be capital gain or loss
if the fractional share would have been a capital asset in the hands
of the shareholder;
(vii) The Bank Merger will qualify as a "reorganization" under Section
368(a)(1) of the Code. NBT Bank and BSB Bank will each be a "party
to the reorganization" within the meaning of Section 368(b) of the
Code; and
(viii) Neither NBT Bank nor BSB Bank will recognize any gain or loss in the
Bank Merger.
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Except as set forth above, we express no opinion as to the federal, state,
local or foreign tax consequences of the Holding Company Merger, the Bank Merger
or of any transactions related thereto. This opinion is solely for your benefit
and is not to be used, quoted, circulated or otherwise referred to without our
express written permission.
Very truly yours,
