May 15, 2024 Southern California Bancorp Los Angeles, CA 90071 Ladies and Gentlemen:Merger Agreement • May 15th, 2024 • Southern California Bancorp \ CA • National commercial banks
This opinion is being delivered to you in connection with the Agreement and Plan of Merger and Reorganization, dated as of January 30, 2024 (the “Merger Agreement”), by and between Southern California Bancorp, a California corporation (“SCB”), and California BanCorp, a California corporation (“CBC”). Pursuant to the Merger Agreement, CBC will merge with and into SCB with SCB surviving the merger (the “Merger”). Capitalized terms not defined herein shall have the meanings ascribed to them (or defined by reference) in the Merger Agreement. All section references, unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the “Code”).
