EX-8.2 3 d644995dex82.htm EX-8.2 EX-8.2
    Exhibit 8.2

[LETTERHEAD OF STEVENS & LEE]

December 13, 2018

Capital Bank of New Jersey

175 South Main Road

Vineland, NJ 08360

Ladies and Gentlemen:

We have been requested to provide this opinion concerning matters of U.S. federal income tax law in connection with the proposed merger (the “Merger”) pursuant to which Capital Bank of New Jersey, a New Jersey chartered commercial bank (the “Company”) will merge with and into OceanFirst Bank, National Association, a national banking association (the “Bank”) which is a wholly-owned subsidiary of OceanFirst Financial Corp., a Delaware corporation (“OceanFirst”) pursuant to the Agreement and Plan of Merger, dated as of October 25, 2018, by and among OceanFirst, the Bank, and the Company (the “Merger Agreement”). The Merger is further described in Amendment No. 1 to the Form S-4 registration statement filed by OceanFirst with the Securities and Exchange Commission on December 13, 2018 (File No. 333-228698), (the “Registration Statement”). We are rendering this opinion in connection with the Registration Statement.

The Merger is structured, and will be completed, as a statutory merger of the Company with and into the Bank with the Bank surviving the Merger, for the consideration payable to the Company shareholders as described in Article II of the Merger Agreement.

We have acted as counsel to the Company in connection with the Merger. As such, and for purposes of providing this opinion, we have examined and are relying upon (without any independent verification or review thereof) the truth and accuracy, at all relevant times, of the statements, covenants, representations and warranties contained in the following documents (including all schedules and exhibits thereto):

1.  the Registration Statement;

2.  the Merger Agreement;

3.  the representations and certifications made to us by OceanFirst, the Bank, and the Company in the representation letters provided to us in connection with our preparation of this opinion (the “Representation Letters”); and

4.  such other instruments and documents as we have deemed necessary or appropriate.

 

 

Capital Bank of New Jersey

December 13, 2018

Page 2

 

In addition, in connection with providing this opinion, we have assumed (without any independent investigation thereof) that:

1.  original documents (including signatures) are authentic; documents submitted to us as copies conform to the original documents; and there has been (or will be by the Effective Time, as defined in the Merger Agreement) due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof;

2.  any representation or statement referred to above made “to the best of knowledge” or otherwise similarly qualified is correct without such qualification, and all statements and representations, whether or not qualified, are true and will remain true through the Effective Time and thereafter where relevant;

3.  the Representation Letters will be re-executed in substantially the same form by the appropriate officers and that we will render our opinion pursuant to Section 7.3(c) of the Merger Agreement, each as of the Effective Time; and

4.  the Merger will be consummated pursuant to the Merger Agreement and will be effective under such laws as may be applicable to the Merger.

Based on the foregoing documents, materials, assumptions and information, and subject to the qualifications and assumptions set forth herein, if the Merger is consummated in accordance with the provisions of the Merger Agreement (and without any waiver, breach or amendment of any of the provisions thereof), it is our opinion that, under current law, the Merger will constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

Our opinion set forth above is based on the existing provisions of the Code, Treasury Regulations promulgated under the Code, published Revenue Rulings, Revenue Procedures and other announcements of the Internal Revenue Service (“Service”) and existing court decisions, any of which could be changed at any time. Any such changes might be retroactive with respect to transactions entered into prior to the date of such changes and could significantly modify the opinion set forth above.

As you are aware, no ruling has been or will be requested from the Service concerning the U.S. federal income tax consequences of the Merger. In reviewing this opinion, you should be aware that the opinion set forth above represents our conclusion regarding the application of existing U.S. federal income tax law to the instant transaction. If the facts vary from those relied upon (or if any representation, covenant, warranty or assumption upon which we have relied is inaccurate, incomplete, breached or ineffective), our opinion contained herein could be inapplicable in whole or in part. You should be aware that an opinion of counsel represents only counsel’s best legal judgment, and has no binding effect or official status of any kind, and that no assurance can be given that contrary positions may not be taken by the Service or that a court considering the issues would not hold otherwise.

 

Capital Bank of New Jersey

December 13, 2018

Page 3

 

This opinion is being delivered to the Company solely for the purpose of being included as an exhibit to the Registration Statement. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement wherever it appears. In giving this consent, however, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations promulgated thereunder.

 

Very truly yours,
STEVENS & LEE
/s/ Stevens & Lee