Law OfficesAgreement and Plan of Merger • October 19th, 2017 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
We have acted as special tax counsel for Heritage Financial Corporation, a Washington corporation ("Heritage") in connection with the preparation and filing on [•], with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") of the Registration Statement on Form S-4 (as such may thereafter be amended or supplemented) (the "Registration Statement"). The Registration Statement relates to a plan of reorganization involving the merger of Puget Sound Bancorp, a Washington Corporation ("Puget Sound"), with and into Heritage, with Heritage being the surviving corporation (the "Merger") and the resulting exchange by Puget Sound shareholders of Puget Sound Common Stock for Heritage Common Stock pursuant to the terms of the Agreement and Plan of Merger by and between Heritage and Puget Sound dated July 26, 2017 (the "Merger Agreement"), as further set forth in the proxy statement/prospectus contained in the Registration State
