Meridian Bancorp, Inc. (Form: S-8, Received: 09/11/2014 16:12:04)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Registration No. 333-

As filed with the Securities and Exchange Commission on September 11, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Meridian Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland

46-5396964

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

67 Prospect Street

Peabody, Massachusetts 01960

(Address of Principal Executive Offices)

Meridian Interstate Bancorp, Inc. 2008 Equity Incentive Plan

East Boston Savings Bank 401(k) Plan

(Full Title of the Plans)

Copies to:


Mr. Richard J. Gavegnano		Lawrence M.F. Spaccasi, Esquire
Chairman of the Board,		Luse Gorman Pomerenk & Schick, P.C.
President and Chief Executive Officer		5335 Wisconsin Ave., N.W., Suite 780
Meridian Bancorp, Inc.		Washington, DC 20015-2035
67 Prospect Street		(202) 274-2000
Peabody, Massachusetts 01960
(617) 567-1500
(Name, Address and Telephone Number of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):

(Do not check if a smaller reporting company)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x

CALCULATION OF REGISTRATION FEE


Title of Securities to be Registered	Amount to be Registered			Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common stock, par value $0.01 per share		1,133,119	⁽¹⁾⁽²⁾	$	3.8801	⁽⁸⁾	$	4,396,615.03	$	567
Common stock, par value $0.01 per share		159,146	⁽¹⁾⁽²⁾	$	3.5002	⁽⁸⁾	$	557,042.83	$	72
Common stock, par value $0.01 per share		574,761	⁽¹⁾⁽²⁾	$	3.6718	⁽⁸⁾	$	2,110,407.44	$	272
Common stock, par value $0.01 per share		79,573	⁽¹⁾⁽²⁾	$	3.7943	⁽⁸⁾	$	301,923.83	$	39
Common stock, par value $0.01 per share		12,242	⁽¹⁾⁽²⁾	$	4.5458	⁽⁸⁾	$	55,649.68	$	8
Common stock, par value $0.01 per share		6,121	⁽¹⁾⁽²⁾	$	4.3906	⁽⁸⁾	$	26,874.86	$	4
Common stock, par value $0.01 per share		30,605	⁽¹⁾⁽²⁾	$	5.4689	⁽⁸⁾	$	167,375.68	$	22
Common stock, par value $0.01 per share		33,053	⁽¹⁾⁽²⁾	$	5.6118	⁽⁸⁾	$	185,486.83	$	24
Common stock, par value $0.01 per share		3,672	⁽¹⁾⁽²⁾	$	5.5832	⁽⁸⁾	$	20,501.51	$	3
Common stock, par value $0.01 per share		47,498	⁽¹⁾⁽²⁾	$	4.9951	⁽⁸⁾	$	237,257.26	$	31
Common stock, par value $0.01 per share		28,156	⁽¹⁾⁽²⁾	$	5.3831	⁽⁸⁾	$	151,566.56	$	20
Common stock, par value $0.01 per share		2,448	⁽¹⁾⁽²⁾	$	5.4362	⁽⁸⁾	$	13,307.82	$	2
Common stock, par value $0.01 per share		12,242	⁽¹⁾⁽²⁾	$	6.6574	⁽⁸⁾	$	81,499.89	$	11
Common stock, par value $0.01 per share		114,340	⁽¹⁾⁽²⁾	$	7.4661	⁽⁸⁾	$	853,673.87	$	110
Common stock, par value $0.01 per share		7,345	⁽¹⁾⁽²⁾	$	9.0835	⁽⁸⁾	$	66,718.31	$	9
Common stock, par value $0.01 per share		156,820	⁽¹⁾⁽³⁾	$	10.7150	⁽⁹⁾	$	1,680,326.30	$	217
Common stock, par value $0.01 per share		204,049	⁽¹⁾⁽⁴⁾	$	10.7150	⁽⁹⁾	$	2,186,385.04	$	282
Common stock, par value $0.01 per share		88,827	⁽¹⁾⁽⁵⁾	$	10.7150	⁽⁹⁾	$	951,781.31	$	123

Total Common stock, par value $0.01 per share		2,694,017					$	14,044,394.05	$	1,816

Stock Options		2,401,141	⁽¹⁾⁽⁶⁾		—			—		—	⁽¹⁰⁾
Participation Interest		—	⁽⁷⁾		—			—		—	⁽¹⁰⁾

(1)

Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the Meridian Interstate Bancorp, Inc. 2008 Equity Incentive Plan (the “Stock Benefit Plan”) as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Meridian Bancorp, Inc. (the “Company”) pursuant to 17 C.F.R. Section 230.416(a) under the Securities Act of 1933, as amended (the “Securities Act”).

(2)	Represents the number of shares of common stock currently reserved for issuance for stock options granted under the Stock Benefit Plan.

(3)	Represents the number of shares of common stock reserved for issuance under the Stock Benefit Plan for any future grants of stock options.

(4)	Represents the number of shares of common stock awarded as restricted stock under the Stock Benefit Plan.

(5)	Represents the number of shares of common stock reserved for issuance under the Stock Benefit Plan for any future grants of restricted stock.

(6)	Represents the number of stock options that have been awarded and are unexercised and stock options remaining to be granted under the Meridian Interstate Bancorp, Inc. 2008 Equity Incentive Plan.

(7)	Pursuant to 17 C.F.R. Section 230.415(c) under the Securities Act, this registration statement covers an indeterminate amount of interests to be offered or sold pursuant to the East Boston Savings Bank 401(k) Plan (the “401(k) Plan”).

(8)	Determined pursuant to 17. C.F.R. Section 230.457(h)(1) under the Securities Act upon the basis of the price at which the options may be exercised.

(9)	Determined pursuant to 17 C.F.R. Sections 230.457(h)(1) and 230.457(c) under the Securities Act upon the basis of the average of the high and low prices reported on the Nasdaq Global Select Market on September 9, 2014.

(10)	Pursuant to 17 C.F.R. Section 230.457(h)(3) of the Securities Act no registration fee is required to be paid.

This Registration Statement shall become effective upon filing in accordance with Section 8(a) of the Securities Act and 17 C.F.R. § 230.462 under the Securities Act.

PART I.

Items 1 and 2. Plan Information and Registrant Information and Employee Plan Annual Information

The documents containing the information specified in Parts I and II of Form S-8 have been or will be sent or given to participants in the Meridian Interstate Bancorp, Inc. 2008 Equity Incentive Plan and the 401(k) Plan as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act.

Such documents are not being filed with the Commission, but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) prospectuses that meet the requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.

Incorporation of Documents by Reference

The following documents previously or concurrently filed with the Commission are hereby incorporated by reference in this Registration Statement:

a) The latest prospectus filed pursuant to the Registration Statement on Form S-1 originally filed with the Commission on March 10, 2014 (Commission File No. 333-194454) pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act, as amended, since the end of the year covered by the Annual Report on Form S-1 referred to in (a) above;

c) The description of the Company’s common stock contained in the Registration Statement on Form S-1 originally filed with the Commission on March 10, 2014 (File No. 333-194454), and all amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the prospectus.

All information appearing in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.

Item 4.

Description of Securities

Not applicable.

Item 5.

Interests of Named Experts and Counsel

None.

Item 6.

Indemnification of Directors and Officers

Articles 10 and 11 of the Articles of Incorporation of the Company set forth circumstances under which directors, officers, employees and agents of the Company may be insured or indemnified against liability which they incur in their capacities as such. References to the “Corporation” in the Articles of Incorporation mean the Company, Meridian Bancorp, Inc.

ARTICLE 10. Indemnification, etc. of Directors and Officers.

A. Indemnification. The Corporation shall indemnify (1) its current and former directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the MGCL now or hereafter in force, including the advancement of expenses under the procedures and to the fullest extent permitted by law, and (2) other employees and agents to such extent as shall be authorized by the Board of Directors and permitted by law; provided, however, that, except as provided in Section B of this Article 10 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

B. Procedure. If a claim under Section A of this Article 10 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall also be entitled to be reimbursed the expense of prosecuting or defending such suit. It shall be a defense to any action for advancement of expenses that the Corporation has not received both (i) an undertaking as required by law to repay such advances in the event it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the indemnitee of his good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard for indemnification set forth in the MGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the MGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 10 or otherwise shall be on the Corporation.

C. Non-Exclusivity. The rights to indemnification and to the advancement of expenses conferred in this Article 10 shall not be exclusive of any other right that any Person may have or hereafter acquire under any statute, these Articles, the Corporation’s Bylaws, any agreement, any vote of stockholders or the Board of Directors, or otherwise.

D. Insurance. The Corporation may maintain insurance, at its expense, to insure itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such Person against such expense, liability or loss under the MGCL.

E. Miscellaneous. The Corporation shall not be liable for any payment under this Article 10 in connection with a claim made by any indemnitee to the extent such indemnitee has otherwise actually received payment under any insurance policy, agreement, or otherwise, of the amounts otherwise indemnifiable hereunder. The rights to

indemnification and to the advancement of expenses conferred in Sections A and B of this Article 10 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

F. Limitations Imposed by Federal Law. Notwithstanding any other provision set forth in this Article 10, in no event shall any payments made by the Corporation pursuant to this Article 10 exceed the amount permissible under applicable federal law, including, without limitation, Section 18(k) of the Federal Deposit Insurance Act and the regulations promulgated thereunder.

Any repeal or modification of this Article 10 shall not in any way diminish any rights to indemnification or advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Article 10 is in force.

ARTICLE 11. Limitation of Liability. An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is proved that the Person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the Person is entered in a proceeding based on a finding in the proceeding that the Person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

Item 7.

Exemption From Registration Claimed.

Not applicable.

Item 8.

List of Exhibits.


Regulation S-K Exhibit Number	Document	Reference to Prior Filing or Exhibit No. Attached Hereto

4	Form of Common Stock Certificate	*

5	Opinion of Luse Gorman Pomerenk & Schick, A Professional Corporation	Attached as Exhibit 5

10	Meridian Interstate Bancorp, Inc. 2008 Equity Incentive Plan	**

23.1	Consent of Luse Gorman Pomerenk & Schick, A Professional Corporation	Contained in Exhibit 5

23.2	Consent of Independent Registered Public Accounting Firm	Attached as Exhibit 23.2

24	Power of Attorney	Contained on Signature Page

*	Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (File No. 333-194454) originally filed by the Company under the Securities Act with the Commission on March 10, 2014, and all amendments or reports filed for the purpose of updating such description.

**	Incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders of Meridian Interstate Bancorp, Inc. (File No. 001-33898), filed by Meridian Interstate Bancorp, Inc. (the predecessor to the Company) under the Exchange Act on July 11, 2008.

The Company has submitted the 401(k) Plan and any amendment thereto to the Internal Revenue Service (the “IRS”) in a timely manner and has made all changes required by the IRS in order to qualify the 401(k) Plan.

Item 9.

Undertakings

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

4. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

5. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Peabody, Commonwealth of Massachusetts, on this 11 ^th day of September, 2014.


		MERIDIAN BANCORP, INC.

By:		/s/ Richard J. Gavegnano
		Richard J. Gavegnano
		Chairman of the Board of Directors, President and Chief Executive Officer
		(Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors and officers of Meridian Bancorp, Inc. (the “Company”) hereby severally constitute and appoint Richard J. Gavegnano, as our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said Richard J. Gavegnano may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration of shares of common stock and stock options issued under the Meridian Interstate Bancorp, Inc. 2008 Equity Incentive Plan and participation interests offered or sold to the East Boston Savings Bank 401(k) Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said Richard J. Gavegnano shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.


Signatures	Title	Date

/s/ Richard J. Gavegnano Richard J. Gavegnano	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)	September 11, 2014

/s/ Mark L. Abbate Mark L. Abbate	Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)	September 11, 2014

/s/ Vincent D. Basile Vincent D. Basile	Director	September 11, 2014


Signatures	Title	Date

Marilyn A. Censullo	Director

/s/ Anna R. DiMaria Anna R. DiMaria	Director	September 11, 2014

/s/ Richard F. Fernandez Richard F. Fernandez	Director	September 11, 2014

/s/ Domenic A. Gambardella Domenic A. Gambardella	Director	September 11, 2014

/s/ Thomas J. Gunning Thomas J. Gunning	Director	September 11, 2014

/s/ Carl A. LaGreca Carl A. LaGreca	Director	September 11, 2014

/s/ Edward L. Lynch Edward L. Lynch	Director	September 11, 2014

/s/ Edward J. Merritt Edward J. Merritt	Director	September 11, 2014

/s/ Gregory F. Natalucci Gregory F. Natalucci	Director	September 11, 2014

/s/ James G. Sartori James G. Sartori	Director	September 11, 2014

The Plan . Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the Plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Peabody, Commonwealth of Massachusetts, on the 11 ^th day of September, 2014.


		East Boston Savings Bank 401(k) Plan

By:		/s/ Richard J. Gavegnano
		Richard J. Gavegnano, Chairman of the Board of Directors, President and Chief Executive Officer

EXHIBIT INDEX


Regulation S-K Exhibit Number	Document	Reference to Prior Filing or Exhibit No. Attached Hereto

4	Form of Common Stock Certificate	*

5	Opinion of Luse Gorman Pomerenk & Schick, P.C.	Attached as Exhibit 5

10	Meridian Interstate Bancorp, Inc. 2008 Equity Incentive Plan	**

23.1	Consent of Luse Gorman Pomerenk & Schick, P.C.	Contained in Exhibit 5

23.2	Consent of Independent Registered Public Accounting Firm	Attached as Exhibit 23.2

24	Power of Attorney	Contained on Signature Page

*	Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (File No. 333-194454) originally filed by the Company under the Securities Act with the Commission on March 10, 2014, and all amendments or reports filed for the purpose of updating such description.

**	Incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders of Meridian Interstate Bancorp, Inc. (File No. 001-33898), filed by Meridian Interstate Bancorp, Inc. (the predecessor to the Company) under the Exchange Act on July 11, 2008.

Exhibit 5

OPINION OF LUSE GORMAN POMERENK & SCHICK, PC

LUSE GORMAN POMERENK & SCHICK

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.luselaw.com

September 11, 2014

Board of Directors

Meridian Bancorp, Inc.

67 Prospect Street

Peabody, Massachusetts 01960

Re:

Meridian Bancorp, Inc. - Registration Statement on Form S-8

Members of the Board of Directors:

You have requested the opinion of this firm as to certain matters in connection with the registration of common stock, par value $0.01 per share (the “Common Stock”), of Meridian Bancorp, Inc. (the “Company”) and stock options to purchase Common Stock of Meridian Bancorp, Inc. (“Stock Options”), to be issued pursuant to the Meridian Interstate Bancorp, Inc. 2008 Equity Incentive Plan (the “Equity Plan”).

In rendering the opinion expressed herein, we have reviewed the Articles of Incorporation of the Company, the Equity Plan, the Company’s Registration Statement on Form S-8 (the “Form S-8”), as well as applicable statutes and regulations governing the Company. We have assumed the authenticity, accuracy and completeness of all documents in connection with the opinion expressed herein. We have also assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are rendered.

Based on the foregoing, we are of the following opinion:

Following the effectiveness of the Form S-8, the Common Stock and Stock Options of the Company, when issued in accordance with the terms of and conditions of the Equity Plan, will be legally issued, fully paid and non-assessable.

This opinion has been prepared solely for the use of the Company in connection with the preparation and filing of the Form S-8, and should not be used for any other purpose or relied upon by any other person without the prior written consent of this firm. We hereby consent to the use of this opinion in the Form S-8.

Very truly yours,

/s/ Luse Gorman Pomerenk & Schick

LUSE GORMAN POMERENK & SCHICK,

A Professional Corporation

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-8 of our report dated March 7, 2014 with respect to (i) the consolidated financial statements of Meridian Interstate Bancorp, Inc. and Subsidiaries as of December 31, 2013 and 2012 and for each of the years in the three-year period ended December 31, 2013, and (ii) the effectiveness of internal control over financial reporting as of December 31, 2013, appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, which is incorporated by reference in the Registration Statement.

/s/ Wolf & Company, P.C.

Boston, Massachusetts

September 10, 2014