October 19, 2021 TriCo Bancshares Chico, CA 95973 Ladies and Gentlemen:Merger Agreement • October 20th, 2021 • Trico Bancshares / • State commercial banks
This opinion is being delivered to you in connection with the Agreement and Plan of Merger and Reorganization, dated as of July 27, 2021 (the “Merger Agreement”), by and between TriCo Bancshares, a California corporation (“TriCo”), and Valley Republic Bancorp, a California corporation (“Valley”). Pursuant to the Merger Agreement, Valley will merge with and into TriCo with TriCo surviving the merger (the “Merger”). Capitalized terms not defined herein shall have the meanings ascribed to them (or defined by reference) in the Merger Agreement. All section references, unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the “Code”).
