Exhibit 8.1
March 27, 2008
CCFNB Bancorp, Inc.
000 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Dear Ladies and Gentlemen:
Pursuant to the Agreement and Plan of Reorganization dated as of November
29, 2007 (the "PLAN OF REORGANIZATION") between CCFNB Bancorp, Inc., a
Pennsylvania corporation ("COMPANY") and Columbia Financial Corporation, a
Pennsylvania corporation ("COLUMBIA FINANCIAL"), COLUMBIA FINANCIAL is to merge
with and into COMPANY, with COMPANY surviving (the "MERGER"). Capitalized terms
not otherwise defined in this opinion have the meanings ascribed to such terms
in the PLAN OF REORGANIZATION.
We have acted as legal counsel to the COMPANY in connection with the MERGER
and in that connection you have requested our opinion regarding certain federal
income tax consequences of the MERGER. As such, and for the purpose of rendering
our opinion, we have examined and are relying, with your permission, upon
(without any independent investigation or review thereof other than such
investigation and review as we have deemed necessary to fulfill our professional
responsibilities as counsel) the truth and accuracy, at all relevant times, of
the statements, covenants, representations and warranties contained in the
following documents (the "DOCUMENTS"):
1. The PLAN OF REORGANIZATION;
2. The registration statement of the COMPANY on Form S-4, File No. 333-149690,
filed on March 13, 2008, as amended through the date hereof, with the Securities
and Exchange Commission with respect to the COMPANY Common Stock to be issued to
the stockholders of COLUMBIA FINANCIAL in connection with the MERGER (the
"REGISTRATION STATEMENT"); and the joint proxy statement/prospectus included in
the Registration Statement (the "PROXY STATEMENT/PROSPECTUS");
3. The representations made to us by the COMPANY and COLUMBIA FINANCIAL in their
letter to us dated March 27, 2008; and
4. Such other instruments and documents related to the formation, organization
and operation of the COMPANY and COLUMBIA FINANCIAL and to the consummation of
the MERGER, as we have deemed necessary or appropriate for purposes of our
opinion.
For purposes of this opinion, we have assumed, with your permission and
without independent investigation (other than such investigation as we have
deemed necessary), (i) that the MERGER will be consummated in the manner
contemplated by the Proxy Statement/Prospectus and in accordance with the
provisions of the PLAN OF REORGANIZATION without the waiver of any material
conditions to any party's obligation to effect the MERGER or the waiver of any
conditions to any party's obligation to effect the MERGER that could adversely
affect the qualification of the MERGER as a reorganization under Section 368(a)
of the Internal Revenue Code of 1986, as amended (the "CODE"), (ii) that
original documents (including signatures) are authentic, (iii) that documents
submitted to us as copies conform to the original documents, (iv) that there has
been (or will be by the date of the MERGER) due execution and delivery of all
documents where due execution and delivery are prerequisites to the
effectiveness of those documents, (v)
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the accuracy of statements and representations contained in the DOCUMENTS, (vi)
that covenants and warranties set forth in the DOCUMENTS will be complied with
and (vii) that the MERGER will be effective under applicable state law.
Furthermore, we have assumed, with your permission and without independent
investigation (other than such investigation as we have deemed necessary to
fulfill our professional responsibilities as counsel), that, as to all matters
in which a person or entity making a representation has represented that such
person or entity or a related party is not a party to, does not have, or is not
aware of, any plan, intention, understanding or agreement to take action, there
is in fact no plan, intention, understanding or agreement and such action will
not be taken.
Subject to the foregoing and any other assumptions, limitations and
qualifications specified herein, it is our opinion that (i) for United States
federal income tax purposes, the MERGER will be treated as a reorganization
within the meaning of Section 368(a) of the Code, (ii) the COMPANY and COLUMBIA
FINANCIAL will each be a party to the reorganization within the meaning of
Section 368(b) of the CODE, and (iii) the discussion contained in the
REGISTRATION STATEMENT under the caption "Joint Proposal I - The Reorganization
- Certain Federal Income Tax Consequences", subject to the limitations,
qualifications and assumptions described therein, fairly summarizes the federal
income tax consequences that are material to a COLUMBIA FINANCIAL stockholder
who holds shares of COLUMBIA FINANCIAL common stock as a capital asset.
Our opinion expressed herein is based upon the CODE, regulations
promulgated thereunder, administrative pronouncements and judicial authority,
all as in effect as of the date hereof. It represents our best legal judgment as
to the matters addressed herein, but is not binding on the Internal Revenue
Service or the courts. Accordingly, no assurance can be given that the opinion
expressed herein, if contested, would be sustained by a court. Furthermore, the
authorities upon which we rely may be changed at any time, potentially with
retroactive effect. No assurances can be given as to the effect of any such
changes on the conclusions expressed in this opinion. If any of the facts and
assumptions pertinent to the United States federal income tax treatment of the
MERGER specified herein or any of the statements, covenants, representations or
warranties contained in the DOCUMENTS are, or later become, inaccurate, such
inaccuracy may adversely affect the conclusions expressed in this opinion. In
addition, our opinion is limited to the tax matters specifically covered hereby,
and we have not been asked to address, nor have we addressed, any other tax
consequences of the MERGER or any other transactions.
This opinion is being provided solely for the benefit of the COMPANY and
COLUMBIA FINANCIAL. No other person or party shall be entitled to rely on this
opinion. We hereby consent to the filing of this opinion as an exhibit to the
Pre-Effective Amendment No. 1 to the REGISTRATION STATEMENT (Commission File No.
333-149690) and to the reference to us in the section captioned "Joint Proposal
I - The Reorganization - Certain Federal Income Tax Consequences" therein. In
giving this consent we do not hereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Sincerely,
/s/ SAIDIS, FLOWER & XXXXXXX
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