July 1, 2022United Community Banks Inc • July 1st, 2022 • State commercial banks
This letter is in response to your request pursuant to Section 7.3(c) of the Agreement that we provide you with our opinion with respect to certain of the federal income tax consequences of the consummation of the transactions set forth in the Agreement. Specifically, you have requested us to opine that the Merger will constitute a “tax-free” reorganization within the meaning of Section 368 of the Code.1 In rendering this opinion, we have relied upon the facts presented to us in (i) the Agreement and (ii) the Proxy Statement-Prospectus of Progress and UCBI filed with the Securities and Exchange Commission as part of UCBI’s Registration Statement on Form S-4, including the exhibits thereto (the “Proxy Statement-Prospectus”). Additionally, we have relied upon the representations of management of Progress and representations of management of UCBI set forth in certificates of officers of those entities (collectively, the “Certificates”) (the Agreement, Certificates and any other documents
