Exhibit 8.2
[Wachtell, Lipton, Rosen & Katz Letterhead]
November [ ], 2008
The PNC Financial Services Group, Inc.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
Ladies and Gentlemen:
We have acted as special counsel to The PNC Financial Services Group, Inc., a Pennsylvania
corporation (“Parent”), in connection with the proposed merger (the “Merger”) of
National City Corporation, a Delaware corporation (“Company”), with and into Parent
pursuant to the Agreement and Plan of Merger (the “Agreement”) dated as of October 24,
2008, by and between Company and Parent. Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Agreement. At your request, and in connection with the filing
of the Form S-4 (as amended or supplemented through the date hereof, the “Registration
Statement”), including the Joint Proxy Statement contained therein, we are rendering our
opinion concerning certain United States federal income tax matters.
In providing our opinion, we have examined the Agreement, the Registration Statement, the
Joint Proxy Statement contained therein (as amended or supplemented through the date hereof), and
such other documents as we have deemed necessary or appropriate for purposes of our opinion. In
addition, we have assumed that (i) the transaction will be consummated in accordance with the
provisions of the Agreement and as described in the Registration Statement (and no transaction or
condition described therein and affecting this opinion will be waived by any party), (ii) the
statements concerning the transaction and the parties thereto set forth in the Agreement are true,
complete and correct, and the Registration Statement is true, complete and correct, (iii) the
factual statements and representations made by Parent and Company in their respective officer’s
certificates dated as of the date hereof and delivered to us for purposes of this opinion (the
“Officer’s Certificates”) are true, complete and correct as of the date hereof and will
remain true, complete and correct at all times up to and including the Effective Time, (iv) any
such statements and representations made in the Officer’s Certificates “to the knowledge of” any
person or similarly qualified are and will be true, complete and correct without such
qualification, (v) the Officer’s Certificates have been executed by appropriate and authorized
officers of Parent and Company and (vi) Parent, Company and their respective subsidiaries will
treat the Merger for United States federal income tax purposes in a manner consistent with the
opinion set forth below. If any of the above described assumptions are untrue for any reason or if
the transaction is consummated in a manner that is different from the manner described in the
Agreement or the Registration Statement, our opinion as expressed below may be adversely affected.
The PNC Financial Services Group, Inc.
Page 2
Based upon and subject to the foregoing, we are of the opinion that, under currently
applicable United States federal income tax law, the Merger will be treated as a reorganization
within the meaning of Section 368(a) of the Code, and accordingly, subject to the limitations and
qualifications contained in the discussion set forth in the section entitled “UNITED STATES FEDERAL
INCOME TAX CONSEQUENCES OF THE MERGER” in the Registration Statement, a U.S. holder (as defined in
the Registration Statement) of Company Common Stock that exchanges Company Common Stock for
Purchaser Common Stock in the Merger generally will not recognize gain or loss, except with respect
to cash received instead of fractional shares of Purchaser Common Stock. In addition, we have
participated in the preparation of the discussion set forth in the section entitled “UNITED STATES
FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER” in the Registration Statement. In our opinion, such
discussion of those consequences, insofar as it summarizes United States federal income tax law, is
accurate in all material respects.
We express no opinion on any issue relating to the tax consequences of the transactions
contemplated by the Registration Statement other than the opinion set forth above. Our opinion is
based on current provisions of the Code, Treasury Regulations promulgated thereunder, published
pronouncements of the Internal Revenue Service and case law, any of which may be changed at any
time with retroactive effect. Any change in applicable laws or the facts and circumstances
surrounding the transaction, or any inaccuracy in the statements, facts, assumptions or
representations upon which we have relied, may affect the continuing validity of our opinion as set
forth herein. We assume no responsibility to inform Parent of any such change or inaccuracy that
may occur or come to our attention.
We are furnishing this opinion in connection with the filing of the Registration Statement and
this opinion is not to be relied upon for any other purpose without our prior written consent. We
hereby consent to the filing of this opinion with the Securities and Exchange Commission as an
exhibit to the Registration Statement, and to the references therein to us. In giving such
consent, we do not thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,