cited from page 311 of "the Thomas Jefferson Reader" first edition

Opinion Against The Constitutionality Of A National Bank
February 15,1791

The bill for establishing a National Bank undertakes among other things:
1.To form the subscribers into a corporation.
2.To enable them in their corporate capacities to receive grants of land;and so far is against the laws of mortmain.
3.To make alien subscribers capable of holding lands;and so far is against the laws of alienage.
4.To transmit these lands,on the death of a proprietor,to a certain line of successors;and so far changes the course of descents.
5.To put the lands out of the reach of forfeiture or escheat;and so far is against the laws of forefeituure and escheat.
6.To transmit personal chattels to successors in a certain line;and so far is against the laws of distributiuon.
7.To give them the sole and exclusive right of banking under the national authority;and so far is against the laws of monopoly.
8.To communicate to them a power to make laws paramount to the laws of the States;for so they must be construed ,to protect the institution from the control of the State legislatures;and so,probably,they will be construed. I consider the foundation of the Constitution as laid on this ground:That "all powers not delegated to the United States,by the Constitution,nor prohibited by it to the States,are reserved to the States or to the people." [12th amendment.] To take a single step beyond the boundaries thus specially drawn around the powers of Congress,is to take possession of a boundless field of power,no longer susceptible of any definition.
The incorporation of a bank,and the powers assumed by this bill,have not,in my opinion,been delegated to the United States, by the Constitution.
They are not among the powers specially enumerated:for these are:
I.
1st.A power to lay taxes for the purpose of paying the debts of the United States;but no debt is paid by this bill,nor any tax laid. Were it a bill to raise money,its origination in the Senate would condemn it by the Constitution.

2d."To borrow money." But this bill neither borrows money nor ensures the borrowing of it. The proprietors of the bank will be just as free as any other money holders,to lend or not to lend their money to the public. The operation proposed in the bill,first,to lend them two millions,and then to borrow them back again,cannot change the nature of the latter act,which will still be a payment,and not a loan,call it by what name you please.

3. To "regulate commerce with foreign nations,and among the States,and with the Indian tribes." To erect a bank, and to regulate commerce, are very different acts. He who erects a bank,creates a subject of commerce in its bills;so does he who makes a bushel of wheat,or digs a dollar out of the mines;yet neither of these persons regulates commerce thereby. To make a thing which may be bought and sold,is not to prescribe regulations for buying and selling.Besides,if this was an exersize of the power of regulating commerce,it would be voice,as extending as much to the internal commerce of every State, as to its external. For the power given to Congress by the Constitution does not extend to the internal regulation of the commerce of the State (that is to say the commerce between citizen and citizen), which only ,that is to say,its commerce with another State,or with foreign nations,or with the Indian tribes.Accordingly the bill does not propose the measure as regulation of trade, but as "productive of considerable advantages to trade." Still less are these powers covered by any other of the special enumerations.

II.
1. To lay taxes to provide for the general welfare of the United States that is to say "to lay taxes for the purpose of providing for the general welfare." For the laying of the taxes is the power ,and the general welfare the purpose for which the power is to be exercised.They are not to lay taxes ad libitum for any purpose they please; buut only to pay the debts or provide for the welfare of the Union.
 In like manner,they are not to do anything they please to provide for the general welfare, but only to lay taxes for the purpose. To consider the latter phrase, not as describing the purpose of the first, but as giving a distinct and independent power to do any act they please, which might be for the good of the Union, would render all the preceding and subsequent enumerations of power completely useless.
It would reduce the whole instrument to a single phrase, that of instituting a Congress with power to do whatever would be for the good of the United States; and,as they would be the sole judges of the good or evil,it would be also a power to do whatever evil they please.
excerpt continues on page 313 of "the Thomas Jefferson Reader" first edition