Little Rock, Arkansas 72201-3525 Telephone 501-688-8800 Fax 501-688-8807 March 31, 2022Home Bancshares Inc • March 31st, 2022 • State commercial banks
Re: Agreement and Plan of Merger by and among Home BancShares, Inc., Centennial Bank, HOMB Acquisition Sub III, Inc., Happy Bancshares, Inc., and Happy State Bank, as amended (as defined below, the “Plan”)
One Atlantic CenterMerger Agreement • March 31st, 2022 • Home Bancshares Inc • State commercial banks
You have requested our opinion regarding certain U.S. federal income tax consequences of the merger contemplated by the Agreement and Plan of Merger, dated as of September 15, 2021, as amended by the Amendment and Joinder Agreement dated October 18, 2021, and as further amended by the Second Amendment dated November 8, 2021 (the “Merger Agreement”) among Home BancShares, Inc., an Arkansas corporation (“Home”), Centennial Bank, an Arkansas state bank and a direct wholly-owned subsidiary of Home (“Centennial”), Happy Bancshares, Inc., a Texas corporation (“Happy”), Happy State Bank, a Texas banking association and a direct wholly-owned subsidiary of Happy (“Target Bank”), and HOMB Acquisition Sub III, Inc., an Arkansas corporation and a direct wholly-owned subsidiary of Home (“Acquisition Sub”), pursuant to which, at the Effective Time, (i) Acquisition Sub will merge with and into Happy, with Happy as the surviving corporation, and (ii) immediately thereafter, Happy will merge with and i
