OceanFirst Financial Corp.
January 14, 2022
Page 2
In preparing this Opinion, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction of (i) the Registration Statement, (ii) the Merger Agreement, and (iii) such other documents and information as we have deemed necessary or appropriate to render this Opinion. In addition, we have relied upon the accuracy and completeness of certain statements and representations made by OceanFirst and the Company, including those set forth in letters dated as of the date hereof from an officer of each of OceanFirst and the Company (the “Officer’s Certificates”). For purposes of rendering this Opinion, we have assumed that such statements and representations are and will continue to be accurate and complete without regard to any qualification as to knowledge, belief, intent, or otherwise. We have assumed that the Officer’s Certificates will be re-executed in substantially the same form by appropriate officers and that we will render an opinion pursuant to Section 7.2(c) of the Merger Agreement, each as of the Effective Time. This Opinion assumes and is expressly conditioned on, among other things, the initial and continuing accuracy and completeness of the facts, information, covenants, and representations set forth in the documents referred to above and the statements and representations made by OceanFirst and the Company, including those set forth in the Officer’s Certificates. For purposes of this Opinion, we have not independently verified all of the facts, representations, and covenants set forth in the Officer’s Certificates, the Registration Statement, or in any other document. We have also assumed that the Integrated Mergers will be consummated in the manner contemplated by the Registration Statement and the Merger Agreement and that none of the terms or conditions contained therein will be waived or modified.
For purposes of this Opinion, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, electronic, or photostatic copies, and the authenticity of the originals of such copies. In making our examination of documents executed, or to be executed, we have assumed that the parties thereto had, or will have, the power, corporate or other, to enter into and to perform all obligations thereunder.
In rendering this Opinion, we have considered applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder, pertinent judicial authorities, published opinions and administrative pronouncements of the Internal Revenue Service (the “IRS”), and such other authorities as we have considered relevant, all as they exist on the date hereof and all of which are subject to change or differing interpretations, possibly on a retroactive basis. A change in any of the authorities upon which this Opinion is based or any material change in the documents referred to above could affect our conclusion herein. There can be no assurance, moreover, that this Opinion will be accepted by the IRS or, if challenged, by a court.
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein and in the Registration Statement under the heading “U.S. Federal Income Tax Considerations,” we are of the opinion that, under current law, the Integrated Mergers will be treated as a transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code.
Except as set forth above, we express no opinion to any party as to any tax consequences, whether U.S. federal, state, local, or foreign, of the transactions described in the Registration Statement or any transaction related thereto. This Opinion has been prepared in connection with the Integrated Mergers and the Registration Statement and may not be relied upon for any other purpose without our prior written consent. This Opinion is being delivered prior to the consummation of the proposed transactions and therefore is prospective and dependent on future events. This Opinion is expressed as of the date hereof, and we disclaim any obligation to supplement or revise this Opinion to reflect any legal developments or factual matters arising subsequent to the date hereof or the impact of any information, document, certificate, statement, representation, or assumption relied upon herein that becomes inaccurate.
