ContractMerger Agreement • August 16th, 2016 • Landrum Co • National commercial banks
We have acted as counsel to The Landrum Company, a Missouri corporation (“TLC”) and LMB Interim Bank, National Association, a national bank regulated by the United States Office of the Comptroller of the Currency wholly owned by TLC (“LMB”), in connection with the Merger, as defined and described in the Agreement and Plan of Merger dated January 29, 2016 (the “Merger Agreement”) by and among TLC, LMB, and Landmark Bank, National Association, a national bank regulated by the United States Office of the Comptroller of the Currency (“Landmark”). The parties intend the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended and in effect as of the date hereof (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 bein
