Common use of Tax Opinion Clause in Contracts

Tax Opinion. Parent and Company shall each have received an opinion, dated as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: (i) the Merger will be treated for federal income Tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code; (ii) no gain or loss shall be recognized upon the exchange of Company Common Stock solely for Parent Common Stock; (iii) with respect to cash received in exchange for Company Common Stock, gain, if any, realized by the recipient on the exchange shall be recognized, but in an amount not in excess of the amount of such cash; (iv) with respect to Parent Common Stock received in exchange for Company Common Stock which was held as a capital asset on the date of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC .

Tax Opinion. Parent and Company Mercantile shall each have received an opinionopinion of Wachtell, Lipton, Xxxxx & Xxxx, or other counsel reasonably acceptable to Mercantile, in form and substance reasonably satisfactory to Mercantile, dated as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, substantially to the effect that: that for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganiza- tion" within the provisions meaning of Section 368(a) of the Internal Revenue Code; , and Bancshares, Merger Sub and Mercantile will each be a party to the reorganization within the meaning of Section 368(b) of the Internal Revenue Code; (ii) no gain or loss shall will be recognized upon by Banc- shares or Merger Sub as a result of the exchange of Company Common Stock solely for Parent Common Stock; Merger; (iii) no gain or loss will be recognized by the stockholders of Bancshares upon the conversion of their Bancshares Common Stock into Mercantile Common Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Mercantile Common Stock; (iv) with respect to Parent the aggregate tax basis of the shares of Mercantile Common Stock received in exchange for Company shares of Bancshares Common Stock pursuant to the Merger (including a fractional share of Mercantile Common Stock for which was held cash is paid) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company shares of Banc- shares Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; ; (v) the basis of any Parent Common Stock received in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent shares of Mercantile Common Stock received issued in exchange for Company shares of Banc- shares Common Stock pursuant to the Merger will include in- clude the holder's holding period during which the Company for such shares of Bancshares Common Stock surrendered on the exchange was heldStock, provided such stock was shares of Bancshares Common Stock were held as capital assets by the holder at the Effective Time; and (vi) a capital asset on stockholder of Bancshares who receives cash in lieu of a fractional share of Mercantile Com- mon Stock will recognize gain or loss equal to the date difference, if any, between such stockholder's basis in the fractional share (determined under clause (iv) above) and the amount of the exchangecash received. In connection therewithrendering such opinion, each such counsel may rely as to matters of Parent fact upon the representations contained herein and shall receive, and may rely on, customary representations from Mer- cantile, Bancshares, and others, including representations to the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, effect of those contained in each case the Tax Certificates set forth in form Exhibits D and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC .E.

Tax Opinion. Parent and The Company shall each have received an the opinion, dated as based on appropriate representations of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counselof Piper & Marbury L.L.P., special counsel to the Company, dated on or about the date on which the Registration Statement (or the last amendment thereto) shall have become effective, which opinion shall have been confirmed in writing on and as of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, the Closing Date to the effect that: : (i) the The Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no No gain or loss shall will be recognized by Parent or the Company as a result of the Merger; (iii) No gain or loss will be recognized by the stockholders of the Company upon the exchange of their shares of Company Common Stock solely for shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect The aggregate tax basis of the shares of Parent Common Stock received solely in exchange for shares of Company Common Stock pursuant to the Merger (including fractional shares of Parent Common Stock for which cash is received) will be the same as the aggregate tax basis of the shares of Company Common Stock exchanged therefor; (v) The holding period for shares of Parent Common Stock received in exchange for shares of Company Common Stock which was pursuant to the Merger will include the holding period of the shares of Company Common Stock exchanged therefor, provided such shares of Company Common Stock were held as a capital asset on assets by the date stockholder at the Effective Time; and (vi) A stockholder of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except who receives cash in the case of any such shareholder as to which the exchange has the effect lieu of a dividend within the meaning fractional share of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received will recognize gain or loss equal to the difference, if any, between such stockholder's tax basis in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by such fractional share (as described in clause (iv) above) and the amount of cash received on received. In rendering such opinion, Piper & Marbury L.L.P. may receive and rely upon covenants, agreements, representations and warranties contained in the exchangeCompany Tax Certificate, the Parent Tax Certificate, and increased by the amount other appropriate certificates of the gain recognizedParent, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and Company Saratoga shall each have received an opinionthe opinion of Deloitte & Touche LLP, independent accountants to Saratoga (or other accounting or law firm reasonably acceptable to SJNB), dated as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevantClosing Date, to the effect that: that (i) the Merger will should be treated for federal Federal income Tax tax purposes as a reorganization qualifying under within the provisions meaning of Section section 368(a) of the Code; , (ii) SJNB and Saratoga should each be a party to that reorganization within the meaning of section 368(b) of the Code and (iii) (1) except for any cash received in lieu of any fractional share, no gain or loss shall should be recognized upon the exchange by holders of Company Saratoga Common Stock solely for Parent who receive SJNB Common Stock; (iii) with respect to cash received Stock in exchange for Company the Saratoga Common Stock, gain, if any, realized by Stock which they hold; (2) the recipient on holding period of SJNB Common Stock exchanged for Saratoga Common Stock should include the exchange shall be recognized, but in an amount not in excess holding period of the amount Saratoga Common Stock for which it is exchanged, assuming the shares of such cashSaratoga Common Stock are capital assets in the hands of the holder thereof at the Effective Time; and (iv3) with respect to Parent the basis of the SJNB Common Stock received in exchange for Company Common Stock which was held as a capital asset on the date of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has should be the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received in exchange for Company Common Stock shall equal same as the basis of the recipient’s Company Saratoga Common Stock surrendered on for which it was exchanged, less any basis attributable to fractional shares for which cash is received. In rendering such opinion, such independent accountants ( or law firm) may require and rely upon representations and covenants contained in certificates of officers of SJNB, Saratoga, SNB and others. If the exchangeopinion referred to in this Section 6.3(d) is not delivered, reduced by such condition shall be deemed satisfied if Saratoga shall have received an opinion to the amount effect of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange subsections (whether characterized as dividend or capital gain income); i) and (viii) the holding period for any Parent Common Stock received above from Pillsbury Madison & Sutro LLP or another law or accounting firm selected by SJNB and reasonably acceptable to Saratoga. Saratoga will cooperate in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided obtaining such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC opinion.

Tax Opinion. Parent and Company Purchaser shall each have received an opinionobtain a written opinion ("Tax Opinion") of Vedder, Price, Kaufman & Kammholz, P.C. addressed to Purchaser, dated as of the Effective TimeClosing Daxx, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form subject to customary representations to be made by Purchaser and substance the Company relating to the Company Merger and its counsel the Bank Merger and assumptions referred to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opiniontherein, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, substantially to the effect that: that (ia) the Merger will be treated for federal income Tax purposes as constitute a tax-free reorganization qualifying under within the provisions meaning of Section 368(a) of the CodeCode and Purchaser and the Company will each be a party to such reorganization; (iib) no gain or loss shall be recognized upon the exchange in the Merger of Company Purchaser Common Stock solely for Parent Common Stock; (iii) with respect to and cash received in exchange for Company Common Stock, gain, if any, realized by the recipient on the exchange shall be recognized, but in an amount not in excess of the amount of such cash; (iv) with respect to Parent Common Stock received in exchange for Company Common Stock which was held as a capital asset on will not give rise to the date recognition of any income, gain or loss to Purchaser, the Company, or the stockholders of the exchangeCompany with respect to such exchange except, such gain shall be treated as capital gain (long-term or short-termwith respect to the stockholders of the Company, depending on to the shareholders’ respective holding periods for their Company Common Stock), except extent of any Cash Consideration received in the case Merger and any cash received in lieu of any such shareholder as to which fractional shares; (c) the exchange has the effect of a dividend within the meaning of Section 356(a)(2) adjusted tax basis of the Code; (v) the basis of any Parent Purchaser Common Stock received by Company stockholders in exchange for the Merger will equal the adjusted tax basis of the Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced exchanged therefor decreased by the amount of cash money received on in the exchange, exchange and increased by the amount of gain recognized in the gain recognized, if any, on the exchange exchange; (whether characterized as dividend or capital gain income); and (vid) the holding period for any Parent of the Purchaser Common Stock received in exchange for Company Common Stock the Merger will include the period during which the shares of Company Common Stock surrendered on the in exchange was therefor were held, provided such stock was shares of Company Common Stock were held as a capital asset on at the date Effective Time; (e) the adjusted tax basis of the exchange. In connection therewith, each assets of Parent and the Company shall deliver in the hands of Purchaser will be the same as the adjusted tax basis of such assets in the hands of the Company immediately prior to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form the exchange; and substance reasonably satisfactory (f) the holding period of the assets of the Company transferred to Barley, Snyder, Xxxxx & Xxxxx, LLC Purchaser will include the period during which such assets were held by the Company prior to the exchange.

Tax Opinion. The Parent and Company shall each have received an opinionopinion of Xxxxxxxx Xxxxxxxxx Professional Corporation, in form and substance reasonably satisfactory to the Parent, dated the Effective 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 as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as shall constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, the Merger Subsidiary and the Parent shall each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall be recognized upon by the Parent, the Merger Subsidiary or the Company as a result of the Merger; (iii) no gain or loss shall be recognized by stockholders of the Company who exchange their shares of Company Common Stock solely for shares of Parent Common Stock; (iii) with respect Stock pursuant to cash received in exchange for Company Common Stockthe Merger, gainexcept to the extent of cash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received in exchange for shares of Company Common Stock which was held as a capital asset on pursuant to the date Merger (including any fractional share of the exchange, such gain Parent Common Stock deemed to have been received) shall be treated the same as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their aggregate tax basis of such shares of Company Common Stock), except Stock surrendered in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; therefor; (v) the basis holding period of any the shares of Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Merger shall equal include the basis holder's holding period for such shares of the recipient’s Company Common Stock surrendered on the exchangein exchange therefor, reduced provided such shares of Company Common Stock were held as capital assets by the amount of cash received on holder at the exchange, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income)Effective Time; and and (vi) the holding period for any receipt of cash in lieu of a fractional share of Parent Common Stock by a stockholder of the Company will be treated as if the fractional share were distributed as part of the exchange and then redeemed by the Parent, and the cash payment will be treated as having been received as a distribution in full payment in exchange for Company Common Stock will include the period during which fractional shares redeemed and taxed as provided in Section 302(a) of the Code. In rendering such opinion, Xxxxxxxx Ingersoll Professional Corporation may rely as to matters of fact upon the representations contained herein and may require and rely upon representations from the Parent, the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and Company shall each have received an opinionopinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to Parent, in form and substance reasonably satisfactory to Parent, dated 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 as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the shareholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for shares of Company Common Stock which was held as pursuant to the Merger (including a capital asset on the date fractional share of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received in exchange for which cash is paid) will be the same as the aggregate tax basis of such shares of Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange exchanged therefor; (whether characterized as dividend or capital gain income); and (viv) the holding period for any shares of Parent Common Stock received solely in exchange for shares of Company Common Stock pursuant to the Merger will include the shareholder's holding period during which the for such shares of Company Common Stock, provided such shares of Company Common Stock surrendered on the exchange was held, provided such stock was were held as capital assets by the shareholder at the Effective Time; and (vi) a capital asset on the date shareholder of the exchangeCompany who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, if any, between such shareholder's basis in the fractional share (determined under clause (iv) above) and the amount of cash received. In connection therewithrendering such opinion, each of Xxxxxx, Xxxx & Xxxxxxxx LLP may receive and rely upon representations from Parent, the Company, and others, including representations from Parent and substantially similar to the representations in the Parent Tax Certificate attached to the Parent Letter, representations from the Company shall deliver substantially similar to Barleythe representations in the Company Tax Certificate attached to the Company Letter, Snyder, Xxxxx & Xxxxx, LLC representation letters, and representations from the shareholder who is entering into the Adviser Agreement substantially similar to the representations in each case in form and substance reasonably satisfactory the Adviser Tax Certificate attached to Barley, Snyder, Xxxxx & Xxxxx, LLC the Adviser Agreement.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Xxxxx & Xxxxxxx L.L.P., in form and substance reasonably satisfactory to the Company, dated 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 as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Merger (including a fractional share of Parent Common Stock for which was held cash is received) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their shares of Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; ; (v) the basis holding period for shares of any Parent Common Stock received in exchange for shares of Company Common Stock shall equal pursuant to the basis Merger will include the holder's holding period for such shares of the recipient’s Company Common Stock, provided such shares of Company Common Stock surrendered on were held as capital assets by the exchangeholder at the Effective Time; and (vi) a stockholder of the Company who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, reduced by if any, between such stockholder's basis in the fractional share (determined under clause (iv) above) and the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchangereceived. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyderrendering such opinion, Xxxxx & XxxxxXxxxxxx L.L.P. may rely upon the representations contained herein and may receive and rely upon representations from Parent, LLC representation lettersthe Company, and others, including representations from Parent substantially similar to the representations in each case the Parent Tax Certificate attached to the Parent Letter and representations from the Company substantially similar to the representations in form and substance reasonably satisfactory the Company Tax Certificate attached to Barley, Snyder, Xxxxx & Xxxxx, LLC the Company Letter.

Tax Opinion. Parent and Company Bancshares shall each have received an opinionopinion of Sidley & Austin or other counsel reason- ably acceptable to Bancshares, dated as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance reasonably satisfactory to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counselBancshares, dated on or about the date of such opinionEffec- tive Time, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, substantially to the effect that: that for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganiza- tion" within the provisions meaning of Section 368(a) of the Internal Revenue Code; , and Bancshares, Merger Sub and Mercantile will each be a party to the reorganization within the meaning of Section 368(b) of the Internal Revenue Code; (ii) no gain or loss shall will be recognized upon by Banc- shares or Merger Sub as a result of the exchange of Company Common Stock solely for Parent Common Stock; Merger; (iii) no gain or loss will be recognized by the stockholders of Bancshares upon the conversion of their Bancshares Common Stock into Mercantile Common Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Mercantile Common Stock; (iv) with respect to Parent the aggregate tax basis of the shares of Mercantile Common Stock received in exchange for Company shares of Bancshares Common Stock pursuant to the Merger (including a fractional share of Mercantile Common Stock for which was held cash is paid) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company shares of Banc- shares Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; ; (v) the basis of any Parent Common Stock received in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent shares of Mercantile Common Stock received issued in exchange for Company shares of Banc- shares Common Stock pursuant to the Merger will include in- clude the holder's holding period during which the Company for such shares of Bancshares Common Stock surrendered on the exchange was heldStock, provided such stock was shares of Bancshares Common Stock were held as capital assets by the holder at the Effective Time; and (vi) a capital asset on stockholder of Bancshares who receives cash in lieu of a fractional share of Mercantile Com- mon Stock will recognize gain or loss equal to the date difference, if any, between such stockholder's basis in the fractional share (determined under clause (iv) above) and the amount of the exchangecash received. In connection therewithrendering such opinion, each such counsel may rely as to matters of Parent fact upon the representations contained herein and shall receive, and may rely on, customary representations from Mer- cantile, Bancshares, and others, including representations to the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, effect of those contained in each case the Tax Certificates set forth in form Exhibits D and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC .E.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Xxxxxxxx & Xxxxxxxx in form and substance reasonably satisfactory to the Company, dated 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 as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Merger (including fractional shares of Parent Common Stock for which was held cash is received) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their shares of Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; ; (v) the basis holding period for shares of any Parent Common Stock received in exchange for shares of Company Common Stock shall equal pursuant to the basis Merger will include the holder's holding period for such shares of the recipient’s Company Common Stock, provided such shares of Company Common Stock surrendered on were held as capital assets by the exchangeholder at the Effective Time; and (vi) a stockholder of the Company who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, reduced by if any, between such stockholder's basis in the fractional share (as described in clause (iv) above) and the amount of cash received on received. In rendering such opinion, Xxxxxxxx & Xxxxxxxx may receive and rely upon representations from Parent, the exchangeCompany, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and Company shall each have received an opinionopinion of Sidley & ----------- Austin, counsel to Parent, in form and substance reasonably satisfactory to Parent, dated 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 as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the shareholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for shares of Company Common Stock which was held as pursuant to the Merger (including a capital asset on the date fractional share of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received in exchange for which cash is paid) will be the same as the aggregate tax basis of such shares of Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange exchanged therefor; (whether characterized as dividend or capital gain income); and (viv) the holding period for any shares of Parent Common Stock received solely in exchange for shares of Company Common Stock pursuant to the Merger will include the shareholder's holding period during which the for such shares of Company Common Stock, provided such shares of Company Common Stock surrendered on the exchange was held, provided such stock was were held as capital assets by the shareholder at the Effective Time; and (vi) a capital asset on the date shareholder of the exchangeCompany who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, if any, between such shareholder's basis in the fractional share (determined under clause (iv) above) and the amount of cash received. In connection therewithrendering such opinion, each of Sidley & Austin may receive and rely upon representations from Parent, the Company, and others, including representations from Parent and substantially similar to the representations in the Parent Tax Certificate attached to the Parent Letter, representations from the Company shall deliver substantially similar to Barleythe representations in the Company Tax Certificate attached to the Company Letter, Snyder, Xxxxx & Xxxxx, LLC representation letters, and representations from the shareholder who is entering into the Shareholder Agreement substantially similar to the representations in each case in form and substance reasonably satisfactory the Shareholder Tax Certificate attached to Barley, Snyder, Xxxxx & Xxxxx, LLC the Shareholder Agreement.

Tax Opinion. Parent Purchaser and the Company shall each have received an opinionobtain a written opinion ("Tax Opinion") of Vedder, Price, Xxxxxxx & Kammholz addressed to Purchaser and the Company, dated as of the Effective TimeClosing Date, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form subject to customary representations and substance assumptions referred to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opiniontherein, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, substantially to the effect that: that (ia) the Merger will be treated for federal income Tax purposes as constitute a tax-free reorganization qualifying under within the provisions meaning of Section 368(a) of the Code, and Purchaser and the Company will each be a party to such reorganization; (iib) no gain or loss shall be recognized upon the exchange in the Merger of Company Purchaser Common Stock solely for Parent Common Stock; (iii) with respect to cash received in exchange for Company Common Stock, gain, if any, realized by the recipient on the exchange shall be recognized, but in an amount not in excess of the amount of such cash; (iv) with respect to Parent Common Stock received in exchange for Company Common Stock which was held as a capital asset on will not give rise to the date recognition of any income, gain or loss to Purchaser, the Company, or the shareholders of the exchangeCompany with respect to such exchange except, such gain shall be treated as capital gain (long-term or short-term, depending on with respect to the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) shareholders of the CodeCompany, to the extent of cash received for fractional shares; (vc) the adjusted tax basis of any Parent the Purchaser Common Stock received by Company shareholders in exchange for the Merger will equal the adjusted tax basis of the Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced exchanged therefor decreased by the amount of cash money received on in the exchange, exchange and increased by the amount of gain recognized in the gain recognized, if any, on the exchange exchange; (whether characterized as dividend or capital gain income); and (vid) the holding period for any Parent of the Purchaser Common Stock received in exchange for Company Common Stock the Merger will include the period during which the shares of Company Common Stock surrendered on the in exchange was therefor were held, provided such stock was shares of Company Common Stock were held as a capital asset on at the date Effective Time; (e) the adjusted tax basis of the exchange. In connection therewith, each assets of Parent and the Company shall deliver in the hands of Purchaser will be the same as the adjusted tax basis of such assets in the hands of the Company immediately prior to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form the exchange; and substance reasonably satisfactory (f) the holding period of the assets of the Company transferred to Barley, Snyder, Xxxxx & Xxxxx, LLC Purchaser will include the period during which such assets were held by the Company prior to the exchange.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Wachtell, Lipton, Xxxxx & Xxxx in form and substance reasonably satisfactory to the Company, dated 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 as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the shareholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Merger (including fractional shares of Parent Common Stock for which was held cash is received) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their shares of Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; ; (v) the basis holding period for shares of any Parent Common Stock received in exchange for shares of Company Common Stock shall equal pursuant to the basis Merger will include the holder's holding period for such shares of the recipient’s Company Common Stock, provided such shares of Company Common Stock surrendered on were held as capital assets by the exchangeholder at the Effective Time; and (vi) a shareholder of the Company who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, reduced by if any, between -44- such shareholder's basis in the fractional share (as described in clause (iv) above) and the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchangereceived. In connection therewithrendering such opinion, each of Parent and the Company shall deliver to BarleyWachtell, SnyderLipton, Xxxxx & XxxxxXxxx may receive and rely upon representations from Parent, LLC representation lettersthe Company, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and Company shall each have received an opinionopinion of Sidley & Austin, in form and substance reasonably satisfactory to Parent, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange of their Company Common Stock solely for shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for Company Common Stock pursuant to the Merger (including fractional shares of Parent Common Stock for which cash is received) will be the same as the aggregate tax basis of the Company Common Stock exchanged therefor; (v) the holding period for shares of Parent Common Stock received solely in exchange for Company Common Stock pursuant to the Merger will include the holding period of the Company Common Stock exchanged therefor, provided such Company Common Stock was held as a capital asset on by the date stockholder at the Effective Time; and (vi) a stockholder of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except who receives cash in the case of any such shareholder as to which the exchange has the effect lieu of a dividend within the meaning fractional share of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received will recognize gain or loss equal to the difference, if any, between such stockholder's tax basis in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by such fractional share (as described in clause (iv) above) and the amount of cash received on received. In rendering such opinion, counsel may rely upon representations of Parent (including, without limitation, representations contained in the exchangeParent Tax Certificate), and increased by the amount representations of the gain recognizedCompany (including, if anywithout limitation, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received representations contained in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent Tax Certificate) and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC representations by others.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Sidley & Austin, in form and substance reasonably satisfactory to the Company, dated 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 as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the The Merger will be treated for federal income Tax purposes as constitute either (A) a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , to which the Company, Merger Sub C and Parent will each be a party, within the meaning of Section 368(b) of the Code or (B) part of a transaction described in Section 351(a) of the Code; (ii) No gain or loss will be recognized by Parent, Merger Sub C or the Company as a result of the Merger; (iii) A stockholder of the Company that does not elect to receive any cash pursuant to the Merger will recognize no gain or loss shall be recognized upon solely as a result of the exchange conversion of shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, received in lieu of fractional shares of Parent Common Stock; (iv) A stockholder of the Company that elects to receive cash pursuant to the Merger will recognize any gain (but not loss) realized by as a result of the recipient on the exchange shall be recognized, but Merger in an amount not equal to the lesser of (A) the difference between (x) the fair market value of Parent Common Stock received pursuant to the Merger plus cash received pursuant to the Merger and (y) the basis of such stockholder's Company Common Stock surrendered in excess of the Merger or (B) the amount of such cash received pursuant to the election to receive cash; ; (ivv) with respect to The aggregate tax basis of the shares of Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Merger (including fractional shares of Parent Common Stock for which was held cash is received) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their shares of Company Common Stock, (A) decreased by the amount of cash received in exchange for shares of Company Common Stock pursuant to an election to receive cash and (B) increased by the amount of gain recognized (determined under clause (iv) above), except in the case ; (vi) The holding period for shares of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received in exchange for shares of Company Common Stock shall equal pursuant to the basis Merger will include the period that such shares of the recipient’s Company Common Stock surrendered on were held by the exchangestockholder, reduced provided such shares of Company Common Stock were held as capital assets by such stockholder at the Effective Time; and (vii) A stockholder of the Company who receives cash in lieu of a fractional share of Parent Common stock will recognize gain or loss equal to the difference, if any, between such stockholder's basis in such fractional share (as described in clause (v) above) and the amount of cash received on received. In rendering such opinion, Sidley & Austin may receive and rely upon representations from others, including representations from the exchangeCompany and Holding contained in certificates substantially in the form of the Company Tax Certificate and the Tax Matters Certificate attached hereto as Annex M and Annex M-2, representations from Holding contained in a certificate substantially in the form of the Parent Tax Certificate attached hereto as Annex N, and increased by representations in a certificate substantially in the amount form of the gain recognizedTax Matters Certificate attached hereto as Annex O from certain persons who own, if anyas of the Effective Time, on five percent (5%) or more of the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which total number of shares of the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date or of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation lettersVoiceStream (or, in each case in form and substance reasonably satisfactory to Barleysuch counsel's discretion, Snyder, Xxxxx & Xxxxx, LLC of Omnipoint).

Tax Opinion. Parent and The Company shall each have received an opinionopinion of ----------- Holland & Xxxx, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated 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 as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the shareholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for shares of Company Common Stock which was held as pursuant to the Merger (including a capital asset on the date fractional share of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received in exchange for which cash is paid) will be the same as the aggregate tax basis of such shares of Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange exchanged therefor; (whether characterized as dividend or capital gain income); and (viv) the holding period for any shares of Parent Common Stock received solely in exchange for shares of Company Common Stock pursuant to the Merger will include the shareholder's holding period during which the for such shares of Company Common Stock, provided such shares of Company Common Stock surrendered on the exchange was held, provided such stock was were held as capital assets by the shareholder at the Effective Time; and (vi) a capital asset on the date shareholder of the exchangeCompany who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, if any, between such shareholder's basis in the fractional share (determined under clause (iv) above) and the amount of cash received. In connection therewithrendering such opinion, each of Holland & Xxxx may receive and rely upon representations from Parent, the Company, and others, including representations from Parent and substantially similar to the representations in the Parent Tax Certificate attached to the Parent Letter, representations from the Company shall deliver substantially similar to Barleythe representations in the Company Tax Certificate attached to the Company Letter, Snyder, Xxxxx & Xxxxx, LLC representation letters, and representations from the shareholder who is entering into the Adviser Agreement substantially similar to the representations in each case in form and substance reasonably satisfactory the Adviser Tax Certificate attached to Barley, Snyder, Xxxxx & Xxxxx, LLC the Adviser Agreement.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Sidley ----------- & Austin, counsel to Parent, in form and substance reasonably satisfactory to the Company and its counsel, dated 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 as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the shareholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for shares of Company Common Stock which was held as pursuant to the Merger (including a capital asset on the date fractional share of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received in exchange for which cash is paid) will be the same as the aggregate tax basis of such shares of Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange exchanged therefor; (whether characterized as dividend or capital gain income); and (viv) the holding period for any shares of Parent Common Stock received solely in exchange for shares of Company Common Stock pursuant to the Merger will include the shareholder's holding period during which the for such shares of Company Common Stock, provided such shares of Company Common Stock surrendered on the exchange was held, provided such stock was were held as capital assets by the shareholder at the Effective Time; and (vi) a capital asset on the date shareholder of the exchangeCompany who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, if any, between such shareholder's basis in the fractional share (determined under clause (iv) above) and the amount of cash received. In connection therewithrendering such opinion, each of Sidley & Austin may receive and rely upon representations from Parent, the Company, and others, including representations from Parent and substantially similar to the representations in the Parent Tax Certificate attached to the Parent Letter, representations from the Company shall deliver substantially similar to Barleythe representations in the Company Tax Certificate attached to the Company Letter, Snyder, Xxxxx & Xxxxx, LLC representation letters, and representations from the shareholder who is entering into the Shareholder Agreement substantially similar to the representations in each case in form and substance reasonably satisfactory the Shareholder Tax Certificate attached to Barley, Snyder, Xxxxx & Xxxxx, LLC the Shareholder Agreement.

Tax Opinion. Parent and Company An opinion of PricewaterhouseCoopers LLP, shall each have been received an opinion, dated as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance reasonably satisfactory to the Company Acquired Corporation and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, BancGroup to the effect that: that (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under “reorganization” within the provisions meaning of Section 368(a) section 368 of the Code; (ii) no gain or loss shall will be recognized upon the exchange of Company Common Stock solely for Parent Common Stockby BancGroup or Acquired Corporation; (iii) with respect no gain or loss will be recognized by the shareholders of Acquired Corporation who receive shares of BancGroup Common Stock except to cash the extent of any taxable “boot” received by such persons from BancGroup, and except to the extent of any dividends received from Acquired Corporation prior to the Effective Date; (iv) the basis of the BancGroup Common Stock received in exchange for Company Common Stock, the Merger will be equal to the sum of the basis of the shares of Acquired Corporation common stock exchanged in the Merger and the amount of gain, if any, realized which was recognized by the recipient on the exchange shall be recognizedexchanging Acquired C orporation shareholder, but in an amount not in excess of the amount of such cash; (iv) with respect to Parent Common Stock received in exchange for Company Common Stock which was held including any portion treated as a capital asset on dividend, less the date value of the exchangetaxable boot, if any, received by such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except shareholder in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the CodeMerger; (v) the basis holding period of any Parent the BancGroup Common Stock received in exchange for Company Common Stock shall equal will include the basis holding period of the recipient’s Company Common Stock surrendered on shares of Acquired Corporation common stock exchanged therefore if such shares of Acquired Corporation common stock were capital assets in the exchange, reduced by the amount of cash received on the exchange, and increased by the amount hands of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income)exchanging Acquired Corporation shareholder; and (vi) the holding period for any Parent cash received by an Acquired Corporation shareholder in lieu of a fractional share interest of BancGroup Common Stock will be treated as having been received as a distribution in full payment in exchange for Company the fractional share interest of BancGroup Common Stock which he or she would otherwise be entitled to receive and will include qualify as capital gain or loss (assuming the period during which the Company Common Stock surrendered on the exchange was held, provided such Acquired Corporation common stock was held as a capital asset on the date in his or her hands as of the exchangeEffective Date). In connection therewith, each of Parent and Such tax opinion shall be updated to the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC Closing Date.

Tax Opinion. Parent and Company shall each have received an opiniona tax opinion from Xxxxxx Xxxxxx & Zavis, legal counsel to Parent, in form and substance reasonably satisfactory to Parent, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Merger Sub and Parent will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Merger Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange of their Company Common Capital Stock solely for shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; ; (iiiiv) with respect to cash the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for Company Capital Stock pursuant to the Merger (including fractional shares of Parent Common Stock, gain, if any, realized by Stock for which cash is received) will be the recipient on same as the exchange shall be recognized, but in an amount not in excess aggregate tax basis of the amount Company Capital Stock exchanged therefor; (v) the holding period for shares of such cash; (iv) with respect to Parent Common Stock received solely in exchange for Company Common Capital Stock which pursuant to the Merger will include the holding period of the Company Capital Stock exchanged therefor, provided such Company Capital Stock was held as a capital asset on by the date stockholder at the Effective Time; and (vi) a stockholder of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except who receives cash in the case of any such shareholder as to which the exchange has the effect lieu of a dividend within the meaning fractional share of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received will recognize gain or loss equal to the difference, if any, between such stockholder's tax basis in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by such fractional share (as described in clause (iv) above) and the amount of cash received on the exchangereceived. In rendering such opinion, Xxxxxx Xxxxxx & Xxxxx may receive and increased by the amount rely upon representations contained in a certificate of the gain recognized, if any, on Company substantially in the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which form of the Company Common Stock surrendered on Tax Certificate attached to the exchange was heldCompany Schedules, provided such stock was held as a capital asset on certificate of Parent substantially in the date form of the exchange. In connection therewithParent Tax Certificate attached to the Parent Schedules and representations contained in other appropriate certificates of the Company, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and Company shall each have received an opinionopinion of Locke Liddell & Sapp LLP dated the Xxxxxnx Xxxx, dated as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, in xxxm and substance reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, substantially to the effect that: , for federal income tax purposes; (i) the The Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; (ii) no gain or loss shall , and the Company, Merger Sub and Parent will each be recognized upon the exchange of Company Common Stock solely for Parent Common Stock; (iii) with respect a party to cash received in exchange for Company Common Stock, gain, if any, realized by the recipient on the exchange shall be recognized, but in an amount not in excess of the amount of such cash; (iv) with respect to Parent Common Stock received in exchange for Company Common Stock which was held as a capital asset on the date of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend reorganization within the meaning of Section 356(a)(2368(b) of the Code; . (vii) No gain or loss will be recognized by Parent or the Company as a result of the Merger. (iii) No gain or loss will be recognized by the stockholders of the Company upon the exchange of their Shares solely for shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock. (iv) The aggregate tax basis of any the shares of Parent Common Stock received by a stockholder solely in exchange for Company Shares pursuant to the Merger (including fractional shares of Parent Common Stock shall equal for which cash is received) will be the same as the aggregate tax basis of the recipient’s Company Shares exchanged therefor. (v) The holding period for shares of Parent Common Stock surrendered on received by a stockholder in exchange for Shares pursuant to the exchangeMerger will include the holding period that such Shares were held by the stockholder, reduced provided such Shares were held as capital assets by such stockholder at the Effective Time. (vi) A stockholder of the Company who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, if any, between such stockholder's basis in such fractional share and the amount of cash received on received. In rendering such opinion, Locke Liddell & Sapp LLP may receivx and rely xxxx representations contained in a certificate of Parent (the exchange"Parent Tax Certificate") substantially in the form attached to 38 the Parent Disclosure Letter, and increased by the amount a certificate of the gain recognized, if any, on Company (the exchange (whether characterized as dividend or capital gain income); and (vi"Company Tax Certificate") substantially in the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which form attached to the Company Common Stock surrendered on the exchange was heldDisclosure Letter and other appropriate certificates of Parent, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP in form and substance reasonably satisfactory to the Company, dated 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 as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect thatfor U.S. Federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code, and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; (iiiiv) with respect to cash received in exchange for Company Common Stock, gain, if any, realized by the recipient on the exchange shall be recognized, but in an amount not in excess aggregate tax basis of the amount shares of such cash; (iv) with respect to Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Merger (including fractional shares of Parent Common Stock for which was held cash is received) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their shares of Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis holding period for shares of any Parent Common Stock received in exchange for shares of Company Common Stock shall equal pursuant to the basis Merger will include the holder's holding period for such shares of the recipient’s Company Common Stock, provided such shares of Company Common Stock surrendered on the exchange, reduced were held as capital assets by the amount of cash received on holder at the exchange, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income)Effective Time; and (vi) a shareholder of the holding period for any Company who receives cash in lieu of a fractional share of Parent Common Stock received will recognize gain or loss equal to the difference, if any, between such shareholder's basis in exchange for Company Common Stock will include the period during which fractional share (as described in clause (iv) above) and the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date amount of the exchangecash received. In connection therewithrendering such opinion, each of Parent and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP may receive and rely upon representations from Parent, the Company shall deliver Company, and others, including the representation letters referred to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC Section 4.5.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx, in form and substance reasonably satisfactory to the Company, dated 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 as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the The Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no No gain or loss shall will be recognized by Parent or the Company as a result of the Merger; (iii) No gain or loss will be recognized by the shareholders of the Company upon the exchange of their Company Common Stock Shares solely for shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; ; (iiiiv) with respect to cash The aggregate tax basis of the shares of Parent Common Stock received solely in exchange for Company Common Stock, gain, if any, realized by Shares pursuant to the recipient on Merger (including fractional shares of Parent Common Stock for which cash is received) will be the exchange shall be recognized, but in an amount not in excess same as the aggregate tax basis of the amount Company Common Shares exchanged therefor; (v) The holding period for shares of such cash; (iv) with respect to Parent Common Stock received in exchange for Company Common Stock which was Shares pursuant to the Merger will include the holding period of the Company Common Shares exchanged therefor, provided such Company Common Shares were held as a capital asset on assets by the date shareholder at the Effective Time; and (vi) A shareholder of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except who receives cash in the case of any such shareholder as to which the exchange has the effect lieu of a dividend within the meaning fractional share of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received will recognize gain or loss equal to the difference, if any, between such shareholder's tax basis in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by such fractional share (as described in clause (iv) above) and the amount of cash received on the exchangereceived. In rendering such opinion, Skadden, Arps, Slate, Xxxxxxx & Xxxx may receive and increased by the amount rely upon representations contained in a certificate of the gain recognized, if any, on Company substantially in the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which form of the Company Common Stock surrendered on Tax Certificate attached to the exchange was heldCompany Letter, provided such stock was held as a capital asset on certificate of Parent substantially in the date form of the exchange. In connection therewithParent Tax Certificate attached to the Parent Letter and other appropriate certificates of the Company, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Hogax & Xartxxx X.X.P., in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that on the basis of 72 facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Merger (including a fractional share of Parent Common Stock for which was held cash is received) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their shares of Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; ; (v) the basis holding period for shares of any Parent Common Stock received in exchange for shares of Company Common Stock shall equal pursuant to the basis Merger will include the holder's holding period for such shares of the recipient’s Company Common Stock, provided such shares of Company Common Stock surrendered on were held as capital assets by the exchangeholder at the Effective Time; and (vi) a stockholder of the Company who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, reduced by if any, between such stockholder's basis in the fractional share 73 (determined under clause (iv) above) and the amount of cash received on received. In rendering such opinion, Hogax & Xartxxx X.X.P. may rely upon the exchangerepresentations contained herein and may receive and rely upon representations from Parent, the Company, and increased by others, including representations from Parent substantially similar to the amount of representations in the gain recognized, if any, on Parent Tax Certificate attached to the exchange (whether characterized as dividend or capital gain income); Parent Letter and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which representations from the Company Common Stock surrendered on substantially similar to the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and representations in the Company shall deliver Tax Certificate attached to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC the Company Letter.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of White & Case, in form and substance reasonably satisfactory to the Company, dated as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, substantially to the effect that: that for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Merger (including a fractional share of Parent Common Stock for which was held cash is paid) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their shares of Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; ; (v) the basis holding period for shares of any Parent Common Stock received in exchange for shares of Company Common Stock shall equal pursuant to the basis Merger will include the holder's holding period for such shares of the recipient’s Company Common Stock, provided such shares of Company Common Stock surrendered on were held as capital assets by the exchangeholder at the Effective Time; and (vi) a stockholder of the Company who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, reduced by if any, between such stockholder's basis in the fractional share (determined under clause (iv) above) and the amount of cash received on received. In rendering such opinion, White & Case may rely upon, among other things, the exchangerepresentations contained herein, representations from Parent substantially similar to the representations in the Parent Tax Certificate attached to the Parent Letter, representations from the Company substantially similar to the representations in the Company Tax Certificate attached to the Company Letter and increased by the amount representations from certain stockholders of the gain recognized, Company. This condition precedent shall be satisfied even if any, on such opinion does not express an opinion as to the exchange (whether characterized as dividend or capital gain income); and (vi) tax consequences of a conversion in the holding period for any Parent Common Stock received in exchange for Merger of Company Common Stock will include that is received upon the period during which exercise of Warrants prior to the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date Effective Time in contemplation of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC Merger.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Sommer & Barnard, PC xx xxxm axx xxxxtance reasonably satisfactory to the Company, dated 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 as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Merger (including fractional shares of Parent Common Stock for which was held cash is received) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their shares of Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; ; (v) the basis holding period for shares of any Parent Common Stock received in exchange for shares of Company Common Stock shall equal pursuant to the basis Merger will include the holder's holding period for such shares of the recipient’s Company Common Stock, provided such shares of Company Common Stock surrendered on were held as capital assets by the exchangeholder at the Effective Time; and (vi) a stockholder of the Company who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, reduced by if any, between such stockholder's basis in the fractional share (as described in clause (iv) above) and the amount of cash received on received. In rendering such opinion, Sommer & Barnard, PC xxx xxceixx xxx rely upon representations from Parent, the exchangeCompany, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Holland & Xxxx, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated 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 as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the shareholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for shares of Company Common Stock which was held as pursuant to the Merger (including a capital asset on the date fractional share of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received in exchange for which cash is paid) will be the same as the aggregate tax basis of such shares of Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange exchanged therefor; (whether characterized as dividend or capital gain income); and (viv) the holding period for any shares of Parent Common Stock received solely in exchange for shares of Company Common Stock pursuant to the Merger will include the shareholder's holding period during which the for such shares of Company Common Stock, provided such shares of Company Common Stock surrendered on the exchange was held, provided such stock was were held as capital assets by the shareholder at the Effective Time; and (vi) a capital asset on the date shareholder of the exchangeCompany who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, if any, between such shareholder's basis in the fractional share (determined under clause (iv) above) and the amount of cash received. In connection therewithrendering such opinion, each of Holland & Xxxx may receive and rely upon representations from Parent, the Company, and others, including representations from Parent and substantially similar to the representations in the Parent Tax Certificate attached to the Parent Letter, representations from the Company shall deliver substantially similar to Barleythe representations in the Company Tax Certificate attached to the Company Letter, Snyder, Xxxxx & Xxxxx, LLC representation letters, and representations from the shareholder who is entering into the Adviser Agreement substantially similar to the representations in each case in form and substance reasonably satisfactory the Adviser Tax Certificate attached to Barley, Snyder, Xxxxx & Xxxxx, LLC the Adviser Agreement.

Tax Opinion. Parent and The Company shall each have received an opiniona tax opinion from Sidley & Austin, legal counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Merger Sub and Parent will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Merger Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange of their Company Common Capital Stock solely for shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; 41 (iiiiv) with respect to cash the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for Company Capital Stock pursuant to the Merger (including fractional shares of Parent Common Stock, gain, if any, realized by Stock for which cash is received) will be the recipient on same as the exchange shall be recognized, but in an amount not in excess aggregate tax basis of the amount Company Capital Stock exchanged therefor; (v) the holding period for shares of such cash; (iv) with respect to Parent Common Stock received solely in exchange for Company Common Capital Stock which pursuant to the Merger will include the holding period of the Company Capital Stock exchanged therefor, provided such Company Capital Stock was held as a capital asset on by the date stockholder at the Effective Time; and (vi) a stockholder of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except who receives cash in the case of any such shareholder as to which the exchange has the effect lieu of a dividend within the meaning fractional share of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received will recognize gain or loss equal to the difference, if any, between such stockholder's tax basis in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by such fractional share (as described in clause (iv) above) and the amount of cash received on the exchangereceived. In rendering such opinion, Sidley & Austin may receive and increased by the amount rely upon representations contained in a certificate of the gain recognized, if any, on Company substantially in the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which form of the Company Common Stock surrendered on Tax Certificate attached to the exchange was heldCompany Schedules, provided such stock was held as a capital asset on certificate of Parent substantially in the date form of the exchange. In connection therewithParent Tax Certificate attached to the Parent Schedules and representations contained in other appropriate certificates of the Company, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Skadden, Arps, Slate, Meagher & Flom LLP in form and substance reasonxxxx xxtisxxxxory to the Company, dated 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 as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for U.S. Federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Merger (including fractional shares of Parent Common Stock for which was held cash is received) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their shares of Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; ; (v) the basis holding period for shares of any Parent Common Stock received in exchange for shares of Company Common Stock shall equal pursuant to the basis Merger will include the holder's holding period for such shares of the recipient’s Company Common Stock, provided such shares of Company Common Stock surrendered on were held as capital assets by the exchangeholder at the Effective Time; and (vi) a shareholder of the Company who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, reduced by if any, between such shareholder's basis in the fractional share (as described in clause (iv) above) and the amount of cash received on the exchangereceived. In rendering such opinion, and increased by Skadden, Arps, Slate, Meagher & Flom LLP may receive and rely upon rexxxxxxxatixxx from Parent, the amount of Company, and others, including the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received representation letters referred to in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC Section 4.5.

Tax Opinion. Parent and Company shall each have received an opiniona tax opinion from Katten Muchin & Zavis, legxx xxxxxxx xx Parent, in form and substance reasonably satisfactory to Parent, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Merger Sub and Parent will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Merger Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange of their Company Common Capital Stock solely for shares of Parent Common Stock pursuant to the 45 Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; ; (iiiiv) with respect to cash the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for Company Capital Stock pursuant to the Merger (including fractional shares of Parent Common Stock, gain, if any, realized by Stock for which cash is received) will be the recipient on same as the exchange shall be recognized, but in an amount not in excess aggregate tax basis of the amount Company Capital Stock exchanged therefor; (v) the holding period for shares of such cash; (iv) with respect to Parent Common Stock received solely in exchange for Company Common Capital Stock which pursuant to the Merger will include the holding period of the Company Capital Stock exchanged therefor, provided such Company Capital Stock was held as a capital asset on by the date stockholder at the Effective Time; and (vi) a stockholder of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except who receives cash in the case of any such shareholder as to which the exchange has the effect lieu of a dividend within the meaning fractional share of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received will recognize gain or loss equal to the difference, if any, between such stockholder's tax basis in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by such fractional share (as described in clause (iv) above) and the amount of cash received on the exchangereceived. In rendering such opinion, and increased by the amount Katten Muchin & Zavis may rxxxxxx xxx xxly upon representations contained in a certificate of the gain recognized, if any, on Company substantially in the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which form of the Company Common Stock surrendered on Tax Certificate attached to the exchange was heldCompany Schedules, provided such stock was held as a capital asset on certificate of Parent substantially in the date form of the exchange. In connection therewithParent Tax Certificate attached to the Parent Schedules and representations contained in other appropriate certificates of the Company, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to such reorganization within the meaning of Section 368(b) of the Code. (ii) no gain or loss shall will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange of their Company Common Stock solely for shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for Company Common Stock pursuant to the Merger (including fractional shares of Parent Common Stock for which cash is received) will be the same as the aggregate tax basis of the Company Common Stock exchanged therefor; (v) the holding period for shares of Parent Common Stock received solely in exchange for Company Common Stock pursuant to the Merger will include the holding period of the Company Common Stock exchanged therefor, provided such Company Common Stock was held as a capital asset on by the date stockholder at the Effective Time; and (vi) a stockholder of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except who receives cash in the case of any such shareholder as to which the exchange has the effect lieu of a dividend within the meaning fractional share of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received will recognize gain or loss equal to the difference, if any, between such stockholder's tax basis in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by such fractional share (as described in clause (iv) above) and the amount of cash received on received. In rendering such opinion, counsel may rely upon representations of Parent (including, without limitation, representations contained in the exchangeParent Tax Certificate), and increased by the amount representations of the gain recognizedCompany (including, if anywithout limitation, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received representations contained in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent Tax Certificate) and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC representations by others.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Altheimer & Gray (or such other outside counsel as shall be reasonably sxxxxfactory to the Company and Parent), in form and substance reasonably satisfactory to the Company, dated 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 as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for United States federal income tax purposes: (i) the The Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no No gain or loss shall will be recognized by Parent or the Company as a result of the Merger; (iii) No gain or loss will be recognized by the stockholders of the Company who are United States persons (within the meaning of the Code) upon the exchange of their Company Common Stock Shares solely for shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock; ; (iiiiv) with respect to cash The aggregate tax basis of the shares of Parent Common Stock received by such a stockholder solely in exchange for Company Common Stock, gain, if any, realized by Shares pursuant to the recipient on Merger (including fractional shares of Parent Common Stock for which cash is received) will be the exchange shall be recognized, but in an amount not in excess same as the aggregate tax basis of the amount Company Common Shares exchanged therefor; (v) The holding period for shares of such cash; (iv) with respect to Parent Common Stock received by such a stockholder in exchange for Company Common Stock which was Shares pursuant to the Merger will include the holding period of the Company Common Shares exchanged therefor, provided such Company Common Shares were held as a capital asset on assets by the date stockholder at the Effective Time; and (vi) A stockholder of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except who receives cash in the case of any such shareholder as to which the exchange has the effect lieu of a dividend within the meaning fractional share of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received stock will recognize gain or loss equal to the difference, if any, between such stockholder's tax basis in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by such fractional share (as described in clause (iv) above) and the amount of cash received on received. In rendering such opinion, Altheimer & Gray (or such other counsel) may receive and rely upon reprexxxxations, made as of the exchangeEffective Time contained in a certificate of the Company substantially in the form of the Company Tax Certificate attached to the Company Letter, a certificate of Parent substantially in the form of the Parent Tax Certificate attached to the Parent Letter and increased other appropriate certificates of the Company, Parent and others, including, without limitation, a certificate by the amount Company as to the historical and present status of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent Company's stockholders and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC stockholdings thereof.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Coudert Brothers, dated as of the Effective TimeClosing Date, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance reasonably satisfactory to the Company and its counsel and to ParentCompany, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, substantially to the effect that: , for federal income tax purposes; (i) the The Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; (ii) no gain or loss shall , and the Company, Merger Sub and Parent will each be recognized upon the exchange of Company Common Stock solely for Parent Common Stock; (iii) with respect a party to cash received in exchange for Company Common Stock, gain, if any, realized by the recipient on the exchange shall be recognized, but in an amount not in excess of the amount of such cash; (iv) with respect to Parent Common Stock received in exchange for Company Common Stock which was held as a capital asset on the date of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend reorganization within the meaning of Section 356(a)(2368(b) of the Code; . (vii) No gain or loss will be recognized by Parent or the Company as a result of the Merger. (iii) No gain or loss will be recognized by the stockholders of the Company upon the exchange of their Shares solely for shares of Parent Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Parent Common Stock. (iv) The aggregate tax basis of any the shares of Parent Common Stock received by a stockholder solely in exchange for Company Shares pursuant to the Merger (including fractional shares of Parent Common Stock shall equal for which cash is received) will be the same as the aggregate tax basis of the recipient’s Company Shares exchanged therefor. (v) The holding period for shares of Parent Common Stock surrendered on received by a stockholder in exchange for Shares pursuant to the exchangeMerger will include the holding period that such Shares were held by the stockholder, reduced provided such Shares were held as capital assets by such stockholder at the Effective Time. (vi) A stockholder of the Company who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, if any, between such stockholder's basis in such fractional share and the amount of cash received on received. In rendering such opinion, Coudert Brothers may receive and rely upon representations contained in a certificate of Parent substantially in the exchange, and increased by the amount form of the gain recognizedParent Tax Certificate, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which a certificate of the Company Common Stock surrendered on substantially in the exchange was held, provided such stock was held as a capital asset on the date form of the exchange. In connection therewithCompany Tax Certificate and other appropriate certificates of Parent, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Wachtell, Lipton, Rosen & Katz in form xxx subxxxxce reasonably satisfactory to the Company, dated 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 as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to that reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the shareholders of the Company upon the exchange conversion of their shares of Company Common Stock solely for into shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received in exchange for shares of Company Common Stock pursuant to the Merger (including fractional shares of Parent Common Stock for which was held cash is received) will be the same as a capital asset on the date aggregate tax basis of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their shares of Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; ; (v) the basis holding period for shares of any Parent Common Stock received in exchange for shares of Company Common Stock shall equal pursuant to the basis Merger will include the holder's holding period for such shares of the recipient’s Company Common Stock, provided such shares of Company Common Stock surrendered on were held as capital assets by the exchangeholder at the Effective Time; and (vi) a shareholder of the Company who receives cash in lieu of a fractional share of Parent Common Stock will recognize gain or loss equal to the difference, reduced by if any, between such shareholder's basis in the fractional share (as described in clause (iv) above) and the amount of cash received on received. In rendering such opinion, Wachtell, Lipton, Rosen & Katz may recxxxx and xxxy upon representations from Parent, the exchangeCompany, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.

Tax Opinion. Parent and The Company shall each have received an opinionopinion of Morgxx, Xxxxx & Xockxxx XXX, in form and substance reasonably satisfactory to the Company, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange of their Company Common Stock solely for shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for Company Common Stock pursuant to the Merger (including fractional shares of Parent Common Stock for which cash is received) will be the same as the aggregate tax basis of the Company Common Stock exchanged therefor; (v) the holding period for shares of Parent Common Stock received solely in exchange for Company Common Stock pursuant to the Merger will include the holding period of the Company Common Stock exchanged therefor, provided such Company Common Stock was held as a capital asset on by the date stockholder at the Effective Time; and (vi) a stockholder of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except who receives cash in the case of any such shareholder as to which the exchange has the effect lieu of a dividend within the meaning fractional share of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received will recognize gain or loss equal to the difference, if any, between such stockholder's tax basis in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by such fractional share (as described in clause (iv) above) and the amount of cash received on received. In rendering such opinion, counsel may rely upon representations of Parent (including, without limitation, representations contained in the exchangeParent Tax Certificate), and increased by the amount representations of the gain recognizedCompany (including, if anywithout limitation, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received representations contained in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent Tax Certificate) and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC representations by others.

Tax Opinion. Parent and Company Woolworth shall each have received from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to Woolworth, on a date immediately prior to the mailing of the Proxy Statement/Prospectus and on the Closing Date, an opinion, opinion dated as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevantdate, to the effect that: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code, and Woolworth and Sports Authority will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Woolworth or Sports Authority as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of Sports Authority upon the exchange of Company their shares of Sports Authority Common Stock solely for Parent shares of Woolworth Common Stock pursuant to the Merger, except with respect to cash, if any, received in lieu of fractional shares of Woolworth Common Stock; (iiiiv) with respect to cash the aggregate tax basis of the shares of Woolworth Common Stock received solely in exchange for Company shares of Sports Authority Common Stock, gain, if any, realized by Stock pursuant to the recipient on Merger (including fractional shares of Woolworth Common Stock for which cash is received) will be the exchange shall be recognized, but in an amount not in excess same as the aggregate tax basis of the amount shares of such cashSports Authority Common Stock exchanged therefor; and (ivv) with respect to Parent the holding period for shares of Woolworth Common Stock received in exchange for Company shares of Sports Authority Common Stock which was held as a capital asset on pursuant to the date of the exchange, such gain shall be treated as capital gain (long-term or short-term, depending on the shareholders’ respective holding periods for their Company Common Stock), except in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2) of the Code; (v) the basis of any Parent Common Stock received in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced by the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) Merger will include the holding period for any Parent of the shares of Sports Authority Common Stock received in exchange for Company exchanged therefor, PROVIDED such shares of Sports Authority Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was were held as a capital asset on assets by the date of stockholder at the exchangeEffective Time. In connection therewithrendering such opinions, each counsel for Woolworth shall be entitled to rely upon representations of Parent officers of Woolworth, Sports Authority and stockholders of Sports Authority substantially in the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form of Exhibits B and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC C hereto.

Tax Opinion. Parent and Company shall each have received an opinionopinion of Sidley & Austin, in form and substance reasonably satisfactory to Parent, dated the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing as of the Effective Time, of Barley, Snyder, Xxxxx & Xxxxx, LLC, reasonably satisfactory in form and substance to the Company and its counsel and to Parent, based upon representation letters reasonably required by such counsel, dated on or about the date of such opinion, and such other facts, representations and customary limitations as such counsel may reasonably deem relevant, to the effect that: for federal income tax purposes: (i) the Merger will be treated for federal income Tax purposes as constitute a reorganization qualifying under "reorganization" within the provisions meaning of Section 368(a) of the Code; , and the Company, Sub and Parent will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (ii) no gain or loss shall will be recognized by Parent, Sub or the Company as a result of the Merger; (iii) no gain or loss will be recognized by the stockholders of the Company upon the exchange of their Company Common Stock solely for shares of Parent Common Stock; (iii) Stock pursuant to the Merger, except with respect to cash received in exchange for Company Common Stock, gaincash, if any, realized by the recipient on the exchange shall be recognized, but received in an amount not in excess lieu of the amount fractional shares of such cash; Parent Common Stock; (iv) with respect to the aggregate tax basis of the shares of Parent Common Stock received solely in exchange for Company Common Stock pursuant to the Merger (including fractional shares of Parent Common Stock for which cash is received) will be the same as the aggregate tax basis of the Company Common Stock exchanged therefor; (v) the holding period for shares of Parent Common Stock received solely in exchange for Company Common Stock pursuant to the Merger will include the holding period of the Company Common Stock exchanged therefor, provided such Company Common Stock was held as a capital asset on by the date stockholder at the Effective Time; and In rendering such opinion, counsel may rely upon representations of Parent (including, without limitation, representations contained in the Parent Tax Certificate), representations of the exchangeCompany (including, such gain shall be treated as capital gain (long-term or short-termwithout limitation, depending on the shareholders’ respective holding periods for their Company Common Stock), except representations contained in the case of any such shareholder as to which the exchange has the effect of a dividend within the meaning of Section 356(a)(2Company Tax Certificate) of the Code; (v) the basis of any Parent Common Stock received in exchange for Company Common Stock shall equal the basis of the recipient’s Company Common Stock surrendered on the exchange, reduced and representations by the amount of cash received on the exchange, and increased by the amount of the gain recognized, if any, on the exchange (whether characterized as dividend or capital gain income); and (vi) the holding period for any Parent Common Stock received in exchange for Company Common Stock will include the period during which the Company Common Stock surrendered on the exchange was held, provided such stock was held as a capital asset on the date of the exchange. In connection therewith, each of Parent and the Company shall deliver to Barley, Snyder, Xxxxx & Xxxxx, LLC representation letters, in each case in form and substance reasonably satisfactory to Barley, Snyder, Xxxxx & Xxxxx, LLC others.