UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 6-K


REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

Date: March 1, 2022
Commission File Number: 001-14446


The Toronto-Dominion Bank
(Name of Registrant)


c/o General Counsel’s Office
P.O. Box 1, Toronto Dominion Centre,
Toronto, Ontario, M5K 1A2
(Address of principal executive office)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☐ Form 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement of The Toronto-Dominion Bank on Form F-3 which was originally filed with the Securities and Exchange Commission on June 18, 2019 (File No. 333-231751) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
THE TORONTO-DOMINION BANK
     
Date: March 1, 2022
By:
 /s/ Caroline Cook
   
Name: Caroline Cook
   
Title: Associate Vice President, Legal Treasury and Corporate Securities

2
EXHIBIT INDEX

Exhibit
  
Description of Exhibit
     
 
Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, special U.S. federal tax counsel to The Toronto-Dominion Bank
     
 
Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 8.4 above)


3
Exhibit 8.4

Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP

[LETTERHEAD OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP]

February 28, 2022

c/o General Counsel’s Office
P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario M5K 1A2
Canada

Ladies and Gentlemen:

As special U.S. federal tax counsel to The Toronto-Dominion Bank (the “Company”) in connection with the registration of, among other securities, the Company’s senior unsecured debt securities and warrants to be offered and sold on a delayed and continuous basis by the Company, pursuant to the base prospectus (the “Base Prospectus”) and together with prospectus supplement(s), product prospectus supplement(s), free writing prospectuses and pricing supplements (collectively, the “Pricing Supplements” and together with the Base Prospectus, the “Prospectus”) that forms a part of the registration statement on Form F-3 (the “Registration Statement”) of the Company filed with the Securities and Exchange Commission on May 24, 2019 to which this opinion is incorporated by reference as an exhibit, we hereby confirm to you that the discussions that refer to our name set forth under the headings “Material U.S. Federal Income Tax Consequences” and headings of similar import contained in the Pricing Supplements in the Registration Statement are our opinion, subject to the qualifications, assumptions and limitations set forth therein.

We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 6-K dated March 1, 2022 filed by the Company and incorporated by reference into the Registration Statement and to each reference to us under the above-specified headings. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Fried, Frank, Harris, Shriver & Jacobson LLP