Common use of Federal Tax Opinion Clause in Contracts

Federal Tax Opinion. First Place shall have received an opinion ------------------- of Xxxxxx Xxxxx LLP, counsel to First Place ("First Place's Counsel"), in form and substance reasonably satisfactory to First Place, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger and Subsidiary Merger will be treated as reorganizations within the meaning of Section 368(a) of the Code and that, accordingly, for federal income tax purposes: (i) No gain or loss will be recognized by First Place as a result of the Merger; (ii) No gain or loss will be recognized by the Association as a result of the Subsidiary Merger; (iii) No gain or loss will be recognized by FFY as a result of the Merger; (iv) No gain or loss will be recognized by FFY Bank as a result of the Subsidiary Merger; (v) No gain or loss will be recognized by the shareholders of FFY who exchange all of their FFY Common Stock solely for First Place Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in First Place Common Stock); (vi) The aggregate tax basis of First Place Common Stock received by shareholders who exchange all of their FFY Common Stock solely for Common Stock pursuant to the Merger will be the same as the aggregate tax basis of FFY Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received). In rendering such opinion, First Place's Counsel may require and rely upon representations and covenants contained in certificates of officers of First Place, FFY, FFY Bank and others, including certain shareholders of FFY.

Federal Tax Opinion. First Place National Bankshares shall have received an the opinion ------------------- of Xxxxxx Xxxxx LLPXxxxx, counsel to First Place ("First Place's Counsel"), Xxxxxxxx & Xxxxxxx LLP in form and substance reasonably satisfactory to First PlaceNational Bankshares, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which that are consistent with the state of facts existing at the Effective Time, (i) the Merger and Subsidiary Merger will constitute a reorganization under Section 368(a) of the Code, (ii) First National Bankshares will be treated as reorganizations a party to a reorganization within the meaning of Section 368(a368(b) of the Code and thatCode, accordingly, for federal income tax purposes: (iiii) No no gain or loss will be recognized by holders of First Place as a result of the Merger; (ii) No gain or loss will be recognized by the Association as a result of the Subsidiary Merger; (iii) No gain or loss will be recognized by FFY as a result of the Merger; (iv) No gain or loss will be recognized by FFY Bank as a result of the Subsidiary Merger; (v) No gain or loss will be recognized by the shareholders of FFY National Bankshares Common Stock who exchange all of their FFY First National Bankshares Common Stock solely for First Place Fifth Third Common Stock pursuant to the Merger (except with respect to any cash received in lieu of a fractional share interest in First Place Fifth Third Common Stock); , (viiv) The aggregate the tax basis of First Place the Fifth Third Common Stock received (including fractional shares deemed received and redeemed) by shareholders holders of First National Bankshares Common Stock who exchange all of their FFY First National Bankshares Common Stock solely for Fifth Third Common Stock pursuant to in the Merger will be the same as the aggregate tax basis of FFY the First National Bankshares Common Stock surrendered in exchange therefor for the Fifth Third Common Stock (reduced by any an amount allocable to a fractional share interest in Fifth Third Common Stock deemed received and redeemed), and (v) the holding period of the Fifth Third Common Stock received (including fractional shares deemed received and redeemed) by holders who exchange their First National Bankshares Common Stock for which cash Fifth Third Common Stock in the Merger will be the same as the holding period of the First National Bankshares Common Stock surrendered in exchange therefor, provided that such First National Bankshares Common Stock is received)held as a capital asset at the Effective Time. In rendering such opinion, First Place's Counsel counsel may require and rely upon representations and covenants contained in certificates of officers of First PlaceNational Bankshares and Fifth Third, FFY, FFY Bank reasonably satisfactory in form and others, including certain shareholders of FFYsubstance to it.

Federal Tax Opinion. First Place Fifth Third shall have received an the opinion ------------------- of Xxxxxx Xxxxx LLP, counsel to First Place ("First Place's Counsel"), & Bird LLP in form and substance reasonably satisfactory to First PlaceFifth Third, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which that are consistent with the state of facts existing at the Effective Time, the Merger and Subsidiary Merger (i) will be treated as reorganizations a reorganization within the meaning of Section 368(a) of the Code and thatCode, accordingly(ii) Fifth Third will be a party to a reorganization within the meaning of Section 368(b) of the Code, for federal income tax purposes: (iiii) No no gain or loss will be recognized by holders of First Place as a result of the Merger; (ii) No gain or loss will be recognized by the Association as a result of the Subsidiary Merger; (iii) No gain or loss will be recognized by FFY as a result of the Merger; (iv) No gain or loss will be recognized by FFY Bank as a result of the Subsidiary Merger; (v) No gain or loss will be recognized by the shareholders of FFY National Bankshares Common Stock who exchange all of their FFY First National Bankshares Common Stock solely for First Place Fifth Third Common Stock pursuant to the Merger (except with respect to any cash received in lieu of a fractional share interest in First Place Fifth Third Common Stock); , (viiv) The aggregate the tax basis of First Place the Fifth Third Common Stock received (including fractional shares deemed received and redeemed) by shareholders holders of First National Bankshares Common Stock who exchange all of their FFY First National Bankshares Common Stock solely for Fifth Third Common Stock pursuant to in the Merger will be the same as the aggregate tax basis of FFY the First National Bankshares Common Stock surrendered in exchange therefor for the Fifth Third Common Stock (reduced by any an amount allocable to a fractional share interest in Fifth Third Common Stock deemed received and redeemed), and (v) the holding period of the Fifth Third Common Stock received (including fractional shares deemed received and redeemed) by holders who exchange their First National Bankshares Common Stock for which cash Fifth Third Common Stock in the Merger will be the same as the holding period of the First National Bankshares Common Stock surrendered in exchange therefor, provided that such First National Bankshares Common Stock is received)held as a capital asset at the Effective Time. In rendering such opinion, First Place's Counsel counsel may require and rely upon representations and covenants contained in certificates of officers of First PlaceNational Bankshares and Fifth Third, FFY, FFY Bank reasonably satisfactory in form and others, including certain shareholders of FFYsubstance to it.

Federal Tax Opinion. First Place The stockholders of Antenna shall have received an opinion ------------------- of Xxxxxx Xxxxx LLPMcDermott, counsel to First Place ("First Place's Counsel")Will & Emery, in form and substance reasonably xxxx xxx substancx xxxsonably satisfactory to First Placethem on or about the date that is two business days prior to the date the Proxy Statement/Prospectus that forms a part of the S-4 is first mailed to stockholders of Antenna, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger and Subsidiary : (i) The Merger will be treated as reorganizations within the meaning of constitute a tax free reorganization under Section 368(a368(a)(1)(A) of the Code and that, accordingly, for federal income tax purposes: (i) No gain or loss Antenna and Andrew will each be recognized by First Place as a result of xxrty to the Mergerreorganization; (ii) No gain or loss will be recognized by the Association as a result stockholders of the Subsidiary Merger; (iii) No gain or loss will be recognized by FFY as a result of the Merger; (iv) No gain or loss will be recognized by FFY Bank as a result of the Subsidiary Merger; (v) No gain or loss will be recognized by the shareholders of FFY Antenna who exchange all of their FFY Antenna Common Stock solely for First Place Andrew Common Stock pursuant xxxxuant to the Merger (except with respect to cash received in lieu of a fractional share interest in First Place Andrew Common Stock); (viiii) The aggregate tax basis of First Place the Andrew Common Stock received by shareholders receivex xx stockholders who exchange all of their FFY Antenna Common Stock solely for Andrew Common Stock pursuant to the Stocx xx xhe Merger will be the same as the aggregate tax basis of FFY the Antenna Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received); (iv) The holding period for capital gains purposes of Andrew Common Stocx xxxxived by stockholders of Antenna in the Merger will include the period during which the shares of Antenna Common Stock surrendered in exchange therefor were held, provided such Antenna Common Stock was held as a capital asset by the holder of such Antenna Common Stock at the Effective Time; and (v) The discussion in the S-4 under the caption "The Merger -- Certain Federal Income Tax Consequences" insofar as it relates to matters of federal income tax law is a fair and accurate summary of such matters. and such opinion shall not have been withdrawn or modified in any material respect on the Closing Date. In rendering such opinion, First Place's Counsel counsel may require and rely upon representations and covenants contained in certificates of officers of First PlaceAntenna, FFYstockholders of Antenna, FFY Bank Andrew and others, including certain shareholders of FFY.

Federal Tax Opinion. First Place National Bankshares shall have received an the opinion ------------------- of Xxxxxx Xxxxx LLPXxxxx, counsel to First Place ("First Place's Counsel"), Xxxxxxxx & Xxxxxxx LLP in form and substance reasonably satisfactory to First PlaceNational Bankshares, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which that are consistent with the state of facts existing at the Effective Time, (i) the Merger and Subsidiary Merger will constitute a reorganization under Section 368(a) of the Code, (ii) First National Bankshares will be treated as reorganizations a party to a reorganization within the meaning of Section 368(a368(b) of the Code and thatCode, accordingly, for federal income tax purposes: (iiii) No no gain or loss will be recognized by holders of First Place as a result of the Merger; (ii) No gain or loss will be recognized by the Association as a result of the Subsidiary Merger; (iii) No gain or loss will be recognized by FFY as a result of the Merger; (iv) No gain or loss will be recognized by FFY Bank as a result of the Subsidiary Merger; (v) No gain or loss will be recognized by the shareholders of FFY National Bankshares Common Stock who exchange all of their FFY First National Bankshares Common Stock solely for First Place Fifth Third Common Stock pursuant to the Merger (except with respect to any cash received in lieu of a fractional share interest in First Place Fifth Third Common Stock); , (viiv) The aggregate the tax basis of First Place the Fifth Third Common Stock received (including fractional shares deemed received and redeemed) by shareholders holders of First National Bankshares Common Stock who exchange all of their FFY First National Bankshares Common Stock solely for Fifth Third Common Stock pursuant to in the Merger will be the same as the aggregate tax basis of FFY the First National Bankshares Common Stock surrendered in exchange therefor for the Fifth Third Common Stock (reduced by any an amount allocable to a fractional share interest in Fifth Third Common Stock deemed received and redeemed), and (v) the holding period of the Fifth Third Common Stock received (including fractional shares deemed received and redeemed) by holders who exchange their First National Bankshares Common Stock for which cash Fifth Third Common Stock in the Merger will be the same as the holding period of the First National Bankshares Common Stock surrendered in exchange therefor, provided that such First National Bankshares Common Stock is received)held as a capital asset at the Effective Time. In rendering such opinion, First Place's Counsel counsel may require and rely upon representations and covenants contained in certificates of officers of First PlaceNational Bankshares, FFYFifth Third and Fifth Third Financial, FFY Bank reasonably satisfactory in form and others, including certain shareholders of FFYsubstance to it.

Federal Tax Opinion. First Place Pinnacle and IFC each shall have received an opinion ------------------- of Xxxxxx Xxxxx LLPtheir respective tax counsel, counsel addressed to First Place ("First Place's Counsel")Pinnacle or IFC, as the case may be, in form and substance reasonably satisfactory to First PlacePinnacle and IFC, dated as of the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger and Subsidiary : (i) The Merger will be treated as reorganizations within the meaning of constitute a tax free reorganization under Section 368(a368(a)(1)(A) of the Code and that, accordingly, for federal income tax purposes: (i) No gain or loss Pinnacle and IFC will each be recognized by First Place as a result of party to the Mergerreorganization; (ii) No gain or loss will be recognized by the Association Pinnacle or IFC as a result of the Subsidiary Merger; (iii) No gain or loss will be recognized by FFY as a result the stockholders of the Merger; (iv) No gain or loss will be recognized by FFY Bank as a result of the Subsidiary Merger; (v) No gain or loss will be recognized by the shareholders of FFY IFC who exchange all of their FFY IFC Common Stock solely for First Place Pinnacle Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in First Place Pinnacle Common Stock); (viiv) The aggregate tax basis of First Place the Pinnacle Common Stock received by shareholders stockholders who exchange all of their FFY IFC Common Stock solely for Pinnacle Common Stock pursuant to in the Merger will be the same as the aggregate tax basis of FFY the IFC Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received); and (v) The holding period of Pinnacle Common Stock received by stockholders of IFC in the Merger will include the period during which the shares of IFC Common Stock surrendered in exchange therefor were held; provided, such IFC Common Stock was held as a capital asset by the holder of such IFC Common Stock at the Effective Time. In rendering such opinion, First Place's Counsel counsel may require and rely upon representations and covenants contained in certificates of officers of First PlacePinnacle, FFY, FFY Bank IFC and others, including certain shareholders of FFY.

Federal Tax Opinion. First Place Fifth Third shall have received an the opinion ------------------- of Xxxxxx Xxxxx LLP, counsel to First Place ("First Place's Counsel"), & Bird LLP in form and substance reasonably satisfactory to First PlaceFifth Third, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which that are consistent with the state of facts existing at the Effective Time, the Merger and Subsidiary Merger (i) will be treated as reorganizations a reorganization within the meaning of Section 368(a) of the Code and thatCode, accordingly(ii) Fifth Third Financial will be a party to a reorganization within the meaning of Section 368(b) of the Code, for federal income tax purposes: (iiii) No no gain or loss will be recognized by holders of First Place as a result of the Merger; (ii) No gain or loss will be recognized by the Association as a result of the Subsidiary Merger; (iii) No gain or loss will be recognized by FFY as a result of the Merger; (iv) No gain or loss will be recognized by FFY Bank as a result of the Subsidiary Merger; (v) No gain or loss will be recognized by the shareholders of FFY National Bankshares Common Stock who exchange all of their FFY First National Bankshares Common Stock solely for First Place Fifth Third Common Stock pursuant to the Merger (except with respect to any cash received in lieu of a fractional share interest in First Place Fifth Third Common Stock); , (viiv) The aggregate the tax basis of First Place the Fifth Third Common Stock received (including fractional shares deemed received and redeemed) by shareholders holders of First National Bankshares Common Stock who exchange all of their FFY First National Bankshares Common Stock solely for Fifth Third Common Stock pursuant to in the Merger will be the same as the aggregate tax basis of FFY the First National Bankshares Common Stock surrendered in exchange therefor for the Fifth Third Common Stock (reduced by any an amount allocable to a fractional share interest in Fifth Third Common Stock deemed received and redeemed), and (v) the holding period of the Fifth Third Common Stock received (including fractional shares deemed received and redeemed) by holders who exchange their First National Bankshares Common Stock for which cash Fifth Third Common Stock in the Merger will be the same as the holding period of the First National Bankshares Common Stock surrendered in exchange therefor, provided that such First National Bankshares Common Stock is received)held as a capital asset at the Effective Time. In rendering such opinion, First Place's Counsel counsel may require and rely upon representations and covenants contained in certificates of officers of First PlaceNational Bankshares, FFYFifth Third and Fifth Third Financial, FFY Bank reasonably satisfactory in form and others, including certain shareholders of FFYsubstance to it.

Federal Tax Opinion. First Place Banc One shall have received an opinion ------------------- of Xxxxxx Wachtell, Lipton, Xxxxx & Xxxx, counsel to Banc One, and FUSA shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to First Place ("First Place's Counsel")FUSA, in form and substance reasonably satisfactory to First PlaceBanc One and FUSA, respectively, dated as of the Effective Time, in each case substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger and Subsidiary : (i) The Merger will be treated as reorganizations within the meaning of constitute a tax free reorganization under Section 368(a) of the Code and that, accordingly, for federal income tax purposes: (i) No gain or loss Banc One and FUSA will each be recognized by First Place as a result of party to the Mergerreorganization; (ii) No gain or loss will be recognized by the Association Banc One or FUSA as a result of the Subsidiary Merger; (iii) No gain or loss will be recognized by FFY as a result the stockholders of the Merger; (iv) No gain or loss will be recognized by FFY Bank as a result of the Subsidiary Merger; (v) No gain or loss will be recognized by the shareholders of FFY FUSA who exchange all of their FFY Common FUSA Capital Stock solely for First Place Common Banc One Capital Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in First Place Banc One Common Stock); (viiv) The aggregate tax basis of First Place Common the Banc One Capital Stock received by shareholders stockholders of FUSA who exchange all of their FFY Common FUSA Capital Stock solely for Common Banc One Capital Stock pursuant to in the Merger will be the same as the aggregate tax basis of FFY Common the FUSA Capital Stock surrendered in exchange therefor; and (v) The holding period of the Banc One Capital Stock received by stockholders of FUSA in the Merger will include the period during which the shares of FUSA Capital Stock surrendered in exchange therefor (reduced were held; provided, such FUSA Capital Stock was held as a capital asset by any amount allocable to a fractional share interest for which cash is received)the holder of such FUSA Capital Stock at the Effective Time. In rendering such opinion, First Place's Counsel counsel may require and rely upon representations and covenants contained in certificates of officers of First PlaceBanc One, FFY, FFY Bank FUSA and others, including certain shareholders of FFY.

Federal Tax Opinion. First Place The Company shall have received an opinion ------------------- of Xxxxxx Xxxxx Michxxx, Xxst & Friedrich LLP, independent counsel to First Place ("First Place's Counsel")the Company, in form and substance reasonably satisfactory to First Placethe Company, dated as of the Effective Time, substantially to the effect that, that on the basis of facts, representations representations, assumptions and assumptions the Acquiror's, Company's, and other certificates set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger and Subsidiary Merger will be treated as reorganizations a reorganization within the meaning of Section 368(a) of the Code Code, and that, accordingly, for federal income tax purposes: (i) No gain or loss will be recognized by First Place the Company as a result of the Merger; (ii) No gain or loss will be recognized by the Association as a result those shareholders of the Subsidiary MergerCompany who receive Acquiror Common Stock solely in exchange for their shares of Company Common Stock; (iii) No gain or loss The gain, if any, realized by those shareholders of the Company who receive Acquiror Common Stock and cash in exchange for their Company Common Stock will be recognized by FFY as a result each such shareholder (but in an amount not in excess of the Mergeramount of cash received) and no loss shall be recognized by such a shareholder on the exchange; (iv) No gain or loss will be recognized by FFY Bank as a result The basis of the Subsidiary Merger; (v) No gain or loss will be recognized Acquiror Common Stock received by the shareholders of FFY who exchange all of their FFY Common Stock solely for First Place Common Stock pursuant to the Merger (except with respect to cash received Company will, in lieu of a fractional share interest in First Place Common Stock); (vi) The aggregate tax basis of First Place Common Stock received by shareholders who exchange all of their FFY Common Stock solely for Common Stock pursuant to the Merger will each instance, be the same as the aggregate tax basis of FFY the Company Common Stock surrendered in exchange therefor therefor, decreased by the amount of cash received, and increased by the amount of cash that is treated as a dividend (reduced if any), and increased by the amount of gain recognized on the exchange, not including any amount allocable to portion of that gain that is treated as a fractional share interest for which cash is received)dividend; and (v) The holding period of Acquiror Common Stock received by each shareholder of the Company in the Merger will include the holding period of Company Common Stock exchanged therefor, provided that such shareholder held such Company Common Stock as a capital asset within the meaning of Section 1221 of the Code on the Effective Time. In rendering such opinion, First Placethe Company's Counsel counsel may require and rely upon representations and covenants contained in certificates of officers of First Placethe Acquiror, FFY, FFY Bank the Company and others, including certain shareholders . The Acquiror and the Company agree to make such representations and covenants to the Company's counsel to facilitate the delivery of FFYsuch opinion.

Federal Tax Opinion. First Place Cimtech and the shareholders of Cimtech shall have received an opinion ------------------- of Xxxxxx Xxxxx & Xxxxxx, LLP, counsel to First Place ("First Place's Counsel"), in form and substance reasonably satisfactory to First Placethem on the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger and Subsidiary : (i) The Merger will be treated as reorganizations within the meaning of constitute a tax free reorganization under Section 368(a368(a)(1)(A) of the Code and that, accordingly, for federal income tax purposes: (i) No gain or loss Cimtech and EAI will each be recognized by First Place as a result of party to the Mergerreorganization; (ii) No gain or loss will be recognized by the Association as a result of the Subsidiary Merger; (iii) No gain or loss will be recognized by FFY as a result of the Merger; (iv) No gain or loss will be recognized by FFY Bank as a result of the Subsidiary Merger; (v) No gain or loss will be recognized by the shareholders of FFY Cimtech who exchange all of their FFY Cimtech Common Stock solely for First Place EAI Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in First Place EAI Common Stock); (viiii) The aggregate tax basis of First Place the EAI Common Stock received by shareholders who exchange all of their FFY Cimtech Common Stock solely for EAI Common Stock pursuant to in the Merger will be the same as the aggregate tax basis of FFY the Cimtech Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received); (iv) The holding period for capital gains purposes of EAI Common Stock received by shareholders of Cimtech in the Merger will include the period during which the shares of Cimtech Common Stock surrendered in exchange therefor were held, PROVIDED such Cimtech Common Stock was held as a capital asset by the holder of such Cimtech Common Stock at the Effective Time; and (v) The discussion in the PPM/Proxy Statement under the caption "The Merger -- Certain Federal Income Tax Consequences" insofar as it relates to matters of federal income tax law is a fair and accurate summary of such matters. In rendering such opinion, First Place's Counsel counsel may require and rely upon assumptions and representations and covenants contained in certificates of officers of First PlaceCimtech, FFYshareholders of Cimtech, FFY Bank EAI and others, including certain shareholders of FFY.

Federal Tax Opinion. First Place Pinnacle and IFC each shall have received an opinion ------------------- of Xxxxxx Xxxxx LLPtheir respective tax counsel, counsel addressed to First Place ("First Place's Counsel")Pinnacle or IFC, as the case may be, in form and substance reasonably satisfactory to First PlacePinnacle and IFC, dated as of the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger and Subsidiary : (i) The Merger will be treated as reorganizations within the meaning of constitute a tax free reorganization under Section 368(a368(a)(1)(A) of the Code and that, accordingly, for federal income tax purposes: (i) No gain or loss Pinnacle and IFC will each be recognized by First Place as a result of party to the Merger; reorganization; (ii) No gain or loss will be recognized by the Association Pinnacle or IFC as a result of the Subsidiary Merger; ; (iii) No gain or loss will be recognized by FFY as a result the stockholders of the Merger; (iv) No gain or loss will be recognized by FFY Bank as a result of the Subsidiary Merger; (v) No gain or loss will be recognized by the shareholders of FFY IFC who exchange all of their FFY IFC Common Stock solely for First Place Pinnacle Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in First Place Pinnacle Common Stock); ; (viiv) The aggregate tax basis of First Place the Pinnacle Common Stock received by shareholders stockholders who exchange all of their FFY IFC Common Stock solely for Pinnacle Common Stock pursuant to in the Merger will be the same as the aggregate tax basis of FFY the IFC Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received); and (v) The holding period of Pinnacle Common Stock received by stockholders of IFC in the Merger will include the period during which the shares of IFC Common Stock surrendered in exchange therefor were held; provided, such IFC Common Stock was held as a capital asset by the holder of such IFC Common Stock at the Effective Time. In rendering such opinion, First Place's Counsel counsel may require and rely upon representations and covenants contained in certificates of officers of First PlacePinnacle, FFY, FFY Bank IFC and others, including certain shareholders of FFY.

Federal Tax Opinion. First Place TSX and ANTEC shall each have received an opinion ------------------- of Xxxxxx Xxxxx LLPopinions from Schiff Hardin & Waite and Kemp, Smith, Duncan & Hammxxx, X.X., (xr sxxx xther counsel to First Place ("First Place's Counsel"as thx xxxxies xxx xxree upon), in form and substance reasonably satisfactory to First Placeeach, dated as of the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger and Subsidiary Merger will be treated as reorganizations within the meaning of Section 368(a) of the Code and that, accordingly, for federal income tax purposes: (i) No gain or loss The Merger will be recognized by First Place as constitute a result tax free reorganization under Section 368(a)(i)(A) of the MergerCode, and TSX and ANTEC will each be a party to the reorganization; (ii) No gain or loss will be recognized by TSX or ANTEC, as the Association case may be, as a result of the Subsidiary Merger; (iii) No gain or loss will be recognized by FFY as a result the stockholders of TSX who exchange their TSX Common Stock for ANTEC Common Stock pursuant to the Merger; (iv) No gain or loss will be recognized by FFY Bank as a result The tax basis of the Subsidiary Merger; (v) No gain or loss will be recognized ANTEC Common Stock received by the shareholders of FFY stockholders who exchange all of their FFY TSX Common Stock solely for First Place ANTEC Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in First Place Common Stock); (vi) The aggregate tax basis of First Place Common Stock received by shareholders who exchange all of their FFY Common Stock solely for Common Stock pursuant to the Merger will be the same as the aggregate tax basis of FFY the TSX Common Stock surrendered in exchange therefor; and (v) The holding period of the ANTEC Common Stock received by stockholders of TSX in the Merger will include the period during which the shares of TSX Common Stock surrendered in exchange therefor (reduced were held; provided, such TSX Common Stock was held as a capital asset by any amount allocable to a fractional share interest for which cash is received)the holder of such TSX Common Stock or ANTEC Common Stock at the Effective Time. In rendering such opinion, First Place's Counsel counsel may require and rely upon representations and covenants contained in certificates of officers of First PlaceTSX or ANTEC, FFYas the case may be, FFY Bank and others, including certain shareholders of FFY.