Re: Agreement and Plan of Merger pursuant to which First National Banc, Inc. will acquire First National Bank, Orange Park, FloridaFirst National Banc Inc • December 23rd, 2003 • National commercial banks
We have acted as counsel to First National Banc, Inc., a Georgia corporation (“FNBI”) in connection with the proposed merger (the “Merger”) of First National Bank, a national banking association having its principal office in Orange Park, Florida (“FNB-Orange Park”) with and into FNBI Interim Bank, N.A., a to-be-formed national banking association and wholly owned subsidiary of FNBI (“Interim”), pursuant to the terms of and as described in that certain Agreement and Plan of Merger dated as of June 17, 2003 (the “Merger Agreement”) by and between FNBI and FNB-Orange Park, and to be joined in by Interim. At your request, and as contemplated by the Merger Agreement, we are rendering our opinion concerning certain federal income tax consequences of the Merger. Unless otherwise indicated, all capitalized terms used in this opinion have the same meaning as used in the Merger Agreement.
