Exhibit 8.1



                                   Law Offices
                            KELLEY DRYE & WARREN LLP
                           8000 Towers Crescent Drive
                                   Suite 1200
                             Vienna, Virginia 22182
                            Telephone (703) 918-2371

                                November 30, 2001


Board of Diretors
Independent Bank Corp.
288 Union Street
Rockland, Massachusetts  02370

Ladies and Gentlemen:

     We have acted as tax counsel for Independent Bank Corp., a Massachusetts
corporation (the "Company"), and Independent Capital Trust III, a Delaware
business trust (the "Trust"), in connection with a proposed Underwriting
Agreement (the "Underwriting Agreement") between Legg Mason Wood Walker
Incorporated (the "Underwriter"), the Company and the Trust, relating to the
sale by the Trust to underwriters of 1,000,000 of its _% Cumulative Trust
Preferred Securities (the "Preferred Securities"), or such additional Preferred
Securities pursuant to the terms of the Underwriting Agreement, representing
undivided beneficial interests in the assets of the Trust.

     The Preferred Securities are guaranteed (the "Preferred Securities
Guarantee") by the Company with respect to the payment of distributions and
payments upon liquidation, redemption and otherwise pursuant to, and to the
extent set forth in, a Preferred Securities Guarantee Agreement to be entered
into by the Company and The Bank of New York, as preferred guarantee trustee,
for the benefit of the holders of the Preferred Securities, the form of which is
attached as an exhibit to the Registration Statement, defined below (the
"Preferred Securities Guarantee Agreement").

     In connection with the issuance of the Preferred Securities, the Trust is
also issuing 100% of its common securities representing undivided beneficial
interests in the assets of the Trust (the "Common Securities"), which the
Company will purchase from the Trust.

     The Preferred Securities and the Common Securities are being issued
pursuant to an Amended and Restated Declaration of Trust to be entered into
among the Company, as sponsor, and the trustees of the Trust, the form of which
is attached as an exhibit to the Registration Statement (the "Declaration").




     The entire proceeds from the sale of the Preferred Securities and the
Common Securities are to be used by the Trust to purchase up to $25,773,200
aggregate principal of __% Junior Subordinated Debentures due 2031 (the
"Debentures") to be issued by the Company pursuant to an Indenture to be entered
into between the Company and The Bank of New York, as trustee, the form of which
is attached as an exhibit to the Registration Statement (the "Indenture").

     The opinions expressed herein are being furnished pursuant to the
Registration Statement on Form S-3 dated the date hereof (the "Registration
Statement") relating to the issuance of the Preferred Securities, the Preferred
Securities Guarantee and the Debentures.

     In connection with the opinions expressed herein, we have examined and
relied upon originals or copies of: (1) the Registration Statement; (2) the
Certificate of Trust filed with the State of Delaware on October 30; 2001; (3)
the Declaration; (4) the Preferred Securities Guarantee Agreement; (5) the
Indenture; (6) the form of the Debentures and a specimen certificate thereof;
(7) the Underwriting Agreement; and (8) the form of the Preferred Securities. We
have also relied upon certain statements and representations made by officers of
the Company and the Trust. In addition, we have examined originals and copies of
such records of the Company and the Trust and such other documents, certificates
and records as we have deemed necessary or appropriate as a basis for the
opinions expressed herein. In such examination we have assumed the genuineness
of all signatures, the authority of each signatory, the due authorization,
execution and delivery of all documents by all parties, the authenticity of all
documents submitted to us as originals, and the conformity with originals of all
documents submitted to us as copies.

     The opinions expressed herein are conditioned on, among other things, the
initial and continuing accuracy of the facts, information, covenants and
representations set forth in the documents referred to above and the statements
and representations made by officers of the Company and the Trust. We have
assumed that the transactions related to the issuance of the Preferred
Securities, the Common Securities and the Debentures will be consummated in the
manner contemplated in the Registration Statement. We have further assumed, with
your consent, that (i) the Trust is a validly formed trust under the Delaware
Business Trust Act, and (ii) the issuance of the Preferred Securities, the
Common Securities and the Debentures complies with any and all applicable
securities laws.

     The opinions expressed herein are based upon the Internal Revenue Code
of 1986, as amended (the "Code"), Treasury Regulations promulgated
thereunder, and administrative and judicial interpretations thereof, all as
in effect as of the date of this letter, and all of which are subject to
change, which changes may be retroactively applied. A change in the
authorities upon which our opinions are based could affect our conclusions.
Further, we note that there is no authority directly on point dealing with
securities such as the Debentures and the Preferred Securities or
transactions of the type described herein, and there can be no assurances
that any of the opinions expressed herein would be accepted by the Internal
Revenue Service or, if challenged, by a court.





     Based solely on the foregoing, it is our opinion that under current United
States federal income tax law:

     (1) The Trust will be classified as a grantor trust and not as an
association taxable as a corporation.

     (2) The Debentures will be treated as indebtedness for United States
federal income tax purposes.

     We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. 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 issuance of the Debentures, the
Preferred Securities, the Common Securities or of any transactions related to or
contemplated by such issuance. This opinion is expressed as of the date hereof,
and we disclaim any undertaking to advise you of any subsequent changes to the
facts stated or assumed herein or any subsequent changes in applicable law.

                                       Very truly yours,

                                       /S/ KELLEY DRYE & WARREN LLP
                                       Kelley Drye & Warren LLP