Law OfficesAgreement and Plan of Merger • April 18th, 2018 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
Contract Type FiledApril 18th, 2018 Company IndustryWe have acted as special tax counsel for Heritage Financial Corporation, a Washington corporation ("Heritage") in connection with the preparation and filing on even date herewith, 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 Premier Commercial Bancorp, an Oregon corporation ("Premier Commercial"), with and into Heritage, with Heritage being the surviving corporation (the "Merger") and the resulting exchange by Premier Commercial shareholders of Premier Commercial Common Stock for Heritage Common Stock pursuant to the terms of the Agreement and Plan of Merger by and between Heritage and Premier Commercial dated March 8, 2018 (the "Merger Agreement"), as further set forth in the proxy statemen