December 16, 2004 The Toronto-Dominion Bank 21st Floor 55 King Street West P.O. Box 1 Toronto, ON M5K 1A2 Dear Sirs/Mesdames: Amended and Restated Agreement and Plan of Merger, dated as of August 25, 2004, among The Toronto-Dominion Bank, Berlin...Banknorth Delaware Inc. • December 17th, 2004 • State commercial banks
We have acted as counsel to The Toronto-Dominion Bank, a corporation chartered under the Bank Act (Canada) (the “Company”), in connection with the Registration Statement on Form F-4 (the “Registration Statement”) (Registration No. 333-119517/119519) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the migratory merger and the acquisition merger (collectively, the “Mergers”) contemplated by the Amended and Restated Agreement and Plan of Merger dated as of August 25, 2004 (the “Merger Agreement”) among the Company, Berlin Merger Co., a Delaware corporation and direct wholly-owned subsidiary of the Company (“TD Merger Sub”), Banknorth Group, Inc., a Maine corporation (“Banknorth”), and Berlin Delaware Inc., a Delaware corporation and direct wholly-owned subsidiary of Banknorth (“Banknorth Delaware”). This opinion is being delivered in connection with the Registration Statement, to which this opini
