Exhibit 8.1

 

January 25, 2008

 

State Street Corporation

One Lincoln Street

Boston, Massachusetts  02111

 

Ladies and Gentlemen:

 

As special tax counsel for State Street Corporation, a Massachusetts corporation (the “Company”), and for State Street Capital Trust III, a Delaware statutory trust (the “Trust”) in connection with the issuance of Junior Subordinated Debentures and Preferred Stock by the Company and the issuance of 8.250% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities (the “Normal APEX”) by the Trust, as described in the prospectus supplement dated January 17, 2008 (the “Prospectus Supplement”) to the prospectus dated March 21, 2006, we hereby confirm to the Company our opinion as set forth under the heading “Material U.S. Federal Income Tax Consequences” in the Prospectus Supplement, subject to the limitations set forth therein.

 

We hereby consent to the filing of this opinion as an exhibit to the Prospectus Supplement and to the reference to us under the heading “Material U.S. Federal Income Tax Consequences” in the Prospectus Supplement.  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.

 

 

Very truly yours,
/s/ Ropes & Gray LLP
Ropes & Gray LLP