RE: Agreement and Plan of Merger dated as of March 22, 2007 between Midwest Banc Holdings, Inc. and Northwest Suburban Bancorp., Inc.Midwest Banc Holdings Inc • May 25th, 2007 • National commercial banks
You have requested that we provide you with our opinion regarding certain material United States federal income tax consequences of the proposed merger of Northwest Suburban Bancorp., Inc. (“Northwest”), a Delaware corporation, with and into Midwest Banc Holdings, Inc. (“Midwest Banc”), a Delaware corporation, (the “Merger”), pursuant to the Agreement and Plan of Merger between Midwest Banc Holdings, Inc. and Northwest Suburban Bancorp., Inc., dated as of March 22, 2007 (the “Agreement”). Each capitalized term used herein, unless otherwise defined, has the meaning set forth in the Agreement.
