ContractMerger Agreement • May 18th, 2016 • Royal Bancshares, Inc. • State commercial banks
We have acted as counsel to Royal Bancshares, Inc., a Missouri corporation (“Royal”) and Royal Acquisition LLC, a Missouri limited liability company wholly owned by Royal (“Acquisition”), in connection with the Merger, as defined and described in the Amended and Restated Agreement and Plan of Merger dated as of March 10, 2016 (the “Merger Agreement”) by and among Royal, Acquisition, and Frontenac Bancshares, Inc., a Missouri corporation and registered bank holding company under the Bank Holding Company Act of 1956 (“Frontenac”). As set forth in the Merger Agreement, the parties intend the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and intend for the Merger Agreement to constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code. Unless otherwise indicated, each capitalized term has the meaning ascribed to it in the Merger Agreement. This opinion is being delivered in connection with the preparation of Proxy Statem
