Re: Agreement and Plan of Merger by and between Coastal Banking Company, Inc., and First Avenue National BankMerger Agreement • February 25th, 2016 • Coastal Banking Co Inc • National commercial banks
We have acted as counsel to Coastal Banking Company, Inc., a South Carolina corporation (“Coastal”), in connection with the Merger, as defined and described in the Agreement and Plan of Merger dated as of November 20, 2015 (the “Merger Agreement”) by and between Coastal and First Avenue National Bank, a bank organized under the laws of the United States (“First Avenue”). 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 Coastal’s Offering Statement on Form 1-A that is being filed herewith (the “Offering Statement”) with the Securities and Exchange Commission (the “Commission”) under the Sec
RE: Agreement and Plan of Merger by and among First Sentry Bancshares, Inc., Rock Branch Community Bank, Inc. and First Sentry Bank, Inc.Merger Agreement • August 23rd, 2016 • First Sentry Bancshares, Inc. • State commercial banks
We have acted as counsel to First Sentry Bancshares, Inc., a West Virginia corporation (“First Sentry”) in connection with the Merger, as defined and described in the Agreement and Plan of Merger dated as of March 25, 2016, as amended by First Amendment to Agreement and Plan of Merger dated April 20, 2016 (collectively, the “Merger Agreement”) by and between First Sentry, Rock Branch Community Bank, Inc., a bank organized under the laws of West Virginia (“Rock Branch”) and First Sentry Bank, Inc., a West Virginia banking corporation (“Bank”) and wholly owned subsidiary of First Sentry. 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 de
FORM OF SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT Name of Investor: Susan Veres, Chief Executive Officer The BeBop Channel Corporation New York, NY 10023 Re: The BeBop Channel Corporation - 900,000 Shares of Common Stock (the "Shares")Subscription Agreement • October 7th, 2020 • BeBop Channel Corp • Services-allied to motion picture distribution • New York
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
July 8, 2016 River Bancorp, Inc.Merger Agreement • July 8th, 2016 • Blue Ridge Bankshares, Inc. • State commercial banks
Cranmore, FitzGerald & MeaneyAgreement and Plan of Merger • June 1st, 2017 • Kinderhook Bank Corp • National commercial banks
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
Royal Bancshares, Inc. 13171 Olive Boulevard St. Louis, Missouri 63141 Royal Acquisition LLC 13171 Olive Boulevard St. Louis, Missouri 63141 Frontenac Bancshares, Inc. 3330 Rider Trail Drive Earth City, Missouri 63045Merger Agreement • April 25th, 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
