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October 12, 2000
Haven Bancorp, Inc.
615 Merrick Avenue
Westbury, New York 11590
Merger of Haven Bancorp, Inc.
into Queens County Bancorp, Inc.
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Ladies and Gentlemen
You have requested our opinion regarding certain federal income tax
consequences of the
merger (the "Merger") of Haven Bancorp, Inc. ("Haven"), a Delaware corporation
and sole shareholder of CFS Bank ("CFS Bank"), with and into Queens County
Bancorp, Inc. ("Queens"), a Delaware corporation and sole shareholder of
Queens County Savings Bank ("Queens Bank"). The Merger will be effected
pursuant to the Agreement and Plan of Merger, dated as of June 27, 2000, by
and between Queens and Haven (the "Agreement"). The Merger and related
transactions are described in the Joint Proxy Statement-Prospectus (the "Proxy
Statement") included in Queens' Registration Statement on Form S-4 filed with
the Securities and Exchange Commission in connection with the Merger (the
"Registration Statement"). All capitalized terms used but not defined in this
letter shall have the meanings set forth in the Agreement or in the Proxy
Statement.
In connection with the opinion expressed below, we have examined and
relied on originals, or copies certified or otherwise identified to our
satisfaction, of the Agreement and of such corporate records of Haven and
Queens as we have deemed appropriate. We have also relied, without
independent verification, upon the October 11, 2000 letter of Haven and the
October 11, 2000 letter of Queens to Thacher Proffitt & Wood containing
certain tax representations. We have assumed the absence of changes at the
Effective Time of facts existing on the date of the filing of the Registration
Statement, that the parties will act, and that the Merger will be effected, in
accordance with the Agreement, and that the representations made by Haven and
Queens in the foregoing letters are true, correct and complete, and will be
true, correct and complete at the Effective Time, without regard to any
qualification as to knowledge or belief. In addition, we have made such
investigations of law as we have deemed appropriate to form a basis for the
opinions expressed below.
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Haven Bancorp, Inc. Page 2
Based on and subject to the foregoing, and subject to the assumptions and
qualifications set forth in the Registration Statement, the opinion set forth
under "Material Federal Income Tax Consequences of the Merger" in the
Registration Statement is our opinion.
Except as set forth above, we express no opinion to any party as to the
tax consequences, whether federal, state, local or foreign, of the Merger or
of any transaction related thereto or contemplated by the Agreement. This
opinion is given solely for the benefit of Haven and its stockholders, and may
not be relied upon by any other party or entity or otherwise referred to in
any document without our express written consent. We consent to the filing of
this opinion as an exhibit to the Registration Statement and to the reference
thereto under the headings "Material Federal Income Tax Consequences of the
Merger."
Very truly yours,
Thacher Proffitt & Wood
By: Crocker Mason
