Suite 2200 1201 Third Avenue Seattle, WA 98101-3045 (206) 622-3150Agreement and Plan of Merger • January 28th, 2014 • Northrim Bancorp Inc • Savings institution, federally chartered
We have acted as counsel for Northrim BanCorp, Inc., an Alaska corporation and a registered bank holding company (“Northrim”) in connection with the preparation and filing on December 6, 2013, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) of the Registration Statement (No. 333-192718) 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 Northrim Merger Sub, Inc., an Alaska corporation and wholly-owned subsidiary of Northrim (“Merger Sub”), with and into Alaska Pacific Bancshares, Inc., an Alaska corporation and a registered savings and loan holding company (“Alaska Pacific”), with Alaska Pacific being the surviving corporation (the “Acquisition Merger”) and immediately thereafter and as part of the same integrated transaction, the merger of Alaska Pacific with and into North
