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BD&G FORM
OF OPINION
[September __], 1997
BankBoston Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Ladies and Gentlemen:
This opinion is furnished to you pursuant to Section 6.02(d) of the
Affiliation Agreement and Plan of Reorganization dated as of May 23, 1997 (the
"Agreement") among BankBoston Corporation ("BKBC"), a Massachusetts corporation,
Boston Parent Corp. ("Sub"), a newly incorporated, direct and wholly owned
subsidiary of BKBC, and Pacific National Corporation, a Massachusetts
corporation ("Pacific"). Pursuant to the Agreement, Sub will merge with and into
Pacific in a transaction (the "Merger") in which the existing stockholders of
Pacific, other than dissenting stockholders, will receive common stock of BKBC
in exchange for their issued and outstanding shares of common stock of Pacific.
You have requested our opinion as to certain federal income tax consequences
anticipated to follow from implementation of the Agreement.
For purposes of our opinion, we have examined and relied upon the originals
or copies, certified or otherwise identified to us to our satisfaction, of the
Agreement, the Proxy Statement-Prospectus dated [September __], 1997 included in
the Registration Statement on Form S-4 filed with the Securities and Exchange
Commission by BKBC in connection with the Merger (Registration No.
333-________), and related documents (collectively, the
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"Documents"). In that examination, we have assumed the genuineness of all
signatures, the authenticity and completeness of all documents purporting to be
originals (whether reviewed by us in original or copy form) and the conformity
to the originals of all documents purporting to be copies.
As to certain factual matters, we have relied with your consent upon, and
our opinion is limited by, the representations of the various parties set forth
in the Documents and on the Certificates from BKBC, Pacific, Sub and certain
stockholders of Pacific dated on or about the date hereof copies of which are
attached hereto. Our opinion assumes that all representations set forth in the
Documents and in such Certificates are true and correct in all material aspects
as of the date hereof. In addition, our opinion is limited solely to the
provisions of the federal Internal Revenue Code as now in effect (the "Code"),
and the regulations, rulings, and interpretations thereof in force as of this
date and we assume no obligation to advise you of changes in the law or fact
that occur after the date of this opinion.
On the basis of and subject to the foregoing, and assuming due adoption and
implementation of the Agreement in accordance with its terms and consistent with
the representations set out in the Documents and Certificates, we are of the
opinion that for federal income tax purposes, the Merger will constitute a
reorganization under Section 368(a) of the Code.
This opinion is being delivered solely to you for your use in connection
with the referenced transaction and such other uses to which we have given our
prior written consent. It may not be relied upon by any other person or used for
any other purpose.
Very truly yours,
XXXXXXX, XXXX & XXXXX LLP
