ONE EASTOVER CENTER • 100 VISION DRIVE • SUITE 400 • JACKSON, MISSISSIPPI 39211 • 601.351.2400 • bakerdonelson.com
Exhibit 8.1
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| ONE EASTOVER CENTER • 000 XXXXXX XXXXX • SUITE 400 • XXXXXXX, XXXXXXXXXXX 00000 • 601.351.2400 • xxxxxxxxxxxxx.xxx |
XXXXX X. XXXX, SHAREHOLDER
Direct Dial: 000.000.0000
Direct Fax: 000.000.0000
E-Mail Address: xxxxx@xxxxxxxxxxxxx.xxx
July 17, 2019
Citizens Holding Company
The Citizens Bank of Philadelphia
P. O. Xxx 000
Xxxxxxxxxxxx, Xxxxxxxxxxx 00000-0000
| Re: | Agreement and Plan of Merger |
Ladies and Gentlemen:
We have acted as counsel to Citizens Holdings Company, a Mississippi corporation (“Citizens”), and The Citizens Bank of Philadelphia, a Mississippi banking corporation and wholly owned subsidiary of Citizens (“Citizens Bank”), in connection with the merger (the “Merger”) of Charter Bank, a Mississippi banking corporation, with and into Citizens Bank with Citizens Bank continuing as the surviving corporation. The Merger is pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 21, 2019, by and among Citizens, Citizens Bank, and Charter, as described in a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission (the “Registration Statement”) on or about the date hereof, pursuant to the Securities Act of 1933, as amended (the “Securities Act”).
You have requested our opinion regarding whether the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). This opinion is being furnished to you in accordance with the requirements of Item 601(b)(8) of Regulation S-K under the Securities Act. Unless otherwise indicated, each capitalized term used but not defined herein has the meaning ascribed to it in the Merger Agreement.
In providing our opinion, we have examined and are familiar with originals and copies, certified or otherwise identified to our satisfaction, of the Merger Agreement, the Registration Statement, the proxy statement/prospectus forming a part thereof (as amended or supplemented through the date hereof), and such other documents as we have deemed necessary or appropriate for purposes of our opinion. In all our examinations, we have assumed, or will assume, the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies or drafts.
Citizens Holding Company
July 17, 2019
Page 2
In addition, we have assumed that (i) the Merger will be consummated in the manner contemplated by the Registration Statement and in accordance with the provisions of the Merger Agreement; (ii) the statements concerning the Merger set forth in the Merger Agreement and the Registration Statement are true, correct, and complete; (iii) the representations made to us by Citizens and Charter in their respective letters delivered to us for purposes of this opinion (the “Representation Letters”) are true, correct and complete and will be true, correct, and complete in all material respects as of the Effective Time; and (iv) any representations made in the Representation Letters or in the Merger Agreement “to the knowledge of” or “to the best knowledge of” the representing party, or similarly qualified, are true, correct, and complete in all material respects, in each case without such qualification. We have also assumed, with the consent of Citizens and Charter, that the parties have complied with and, if applicable, will continue to comply with the relevant covenants contained in the Merger Agreement. If any of the above-described assumptions are untrue for any reason or if the Merger is consummated in a manner that is inconsistent with the manner described in the Merger Agreement or the Registration Statement, our opinions as expressed below may be adversely affected and may not be relied upon.
Based on and subject to the foregoing, and subject to the qualifications, assumptions, and limitations stated herein, we are of the opinion that:
| 1. | The Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and |
| 2. | The discussion set forth in the Registration Statement under the heading “Material United States Federal Income Tax Consequences”, insofar as it presents legal conclusions with respect to matters of United States federal income tax law, subject to the limitations and qualifications referred to therein, accurately sets forth the material United States federal income tax consequences of the Merger and constitutes the opinion of Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, P.C. |
We express no opinion on any issue relating to United States federal income tax consequences other than those described herein, or on any issue of any state, local, foreign or other tax laws. Further, our opinions are not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service or a court will not take a contrary position. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes of the matters stated, represented or assumed herein or any subsequent changes in applicable law, rules or regulations or interpretations thereof.
The opinions expressed herein are based upon existing statutory, regulatory and judicial authority, any of which may be changed at any time with retroactive effect, which changes could affect our opinions. Our opinions are 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.
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Citizens Holding Company
July 17, 2019
Page 3
This opinion is being delivered to you solely for the purpose of being included as an exhibit to the Registration Statement and it is not to be relied upon for any other purpose without our prior written consent. To that end, we hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement and to the reference to our firm under the heading “Material United States Federal Income Tax Consequences.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| Sincerely, |
| BAKER, DONELSON, BEARMAN, XXXXXXXX & XXXXXXXXX, PC |
| /s/ Xxxxx X. Xxxx |
| Xxxxx X. Xxxx, Shareholder |
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