Exhibit 8.1
 | TROUTMAN SANDERS LLP |
| Attorneys at Law |
| 875 Third Avenue |
| New York, New York 10022 |
| 212.704.6000 telephone |
| troutmansanders.com |
May 13, 2016
BNC Bancorp
3980 Premier Drive
Suite 210
High Point, North Carolina 27265
| | Re: | BNC Bancorp / High Point Bank Corporation Merger |
| | | Registration Statement on Form S-4 |
Ladies and Gentlemen:
We have acted as special counsel to BNC Bancorp, a North Carolina corporation (“BNC”), in connection with the proposed merger (the “Merger”) of High Point Bank Corporation, a Delaware corporation (“HPTB”) with and into BNC, in accordance with the applicable provisions of the Delaware General Corporation Law and the North Carolina Business Corporation Act and pursuant to the Agreement and Plan of Merger, dated as of November 13, 2015, as such agreement may be modified from time to time (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. At your request, and in connection with the filing of the Form S-4 (as amended or supplemented through the date hereof, the “Registration Statement”), including the proxy statement/prospectus forming a part thereof, we are rendering our opinion concerning certain United States federal income tax matters.
In rendering our opinion set forth below, we have examined and relied upon, without independent investigation or verification, the accuracy and completeness of the facts, information, representations, covenants and agreements contained in the Agreement, the Registration Statement and such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. In addition, we have relied upon the accuracy and completeness of certain statements, representations, covenants and agreements made by BNC and HPTB, including factual statements and representations set forth in the letters dated the date hereof from officers of BNC and HPTB delivered to us (the “Representation Letters”). For purposes of rendering our opinion, we have assumed that (i) the transaction will be consummated in accordance with the provisions of the Agreement and as described in the Registration Statement (and no transaction or condition described therein and affecting this opinion will be waived by any party to the Agreement), (ii) the statements concerning the transactions contemplated by the Agreement and the parties referred to in the Agreement, the Registration Statement and the Representation Letters are true, complete and correct, and will remain true, complete and correct at all times up to and including the Effective Time and thereafter (where relevant), (iii) any statements made in the Agreement, the Registration Statement or the Representation Letters regarding the “belief” of any person are true, complete and correct, and will remain true, complete and correct at all times up to and including the Effective Time and thereafter (where relevant) in each case as if made without such qualification, (iv) the parties to the Agreement have complied with, and, if applicable, will continue to comply with, their respective covenants and agreements contained in the Agreement, and (v) at the Effective Time, HPTB capital stock will be exchanged for BNC capital stock in an amount sufficient to satisfy the continuity of proprietary interest requirements. Our opinion assumes and is expressly conditioned on, among other things, the initial and continuing accuracy and completeness of the facts, information, representations, covenants and agreements set forth in the documents referred to in this paragraph.
May 13, 2016
Page 2
Our opinion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations issued thereunder, Internal Revenue Service pronouncements and judicial decisions, all as in effect on the date hereof. These authorities are subject to change and any such change may be applied retroactively, and we can provide no assurance as to the effect that any change may have on the opinion that we have expressed below.
Based upon and subject to the foregoing, we hereby confirm to you that, subject to the limitations, qualifications, exceptions and assumptions set forth herein and therein, (i) it is our opinion that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and (ii) the discussion in the section of the Registration Statement entitled “Material U.S. Federal Income Tax Consequences of the Merger”, to the extent that such discussion relates to matters of United States federal income tax law, is accurate in all material respects.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 8.1 to the Registration Statement and to the references therein to us. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
| | Very truly yours, |
| | |
| | /s/ Troutman Sanders LLP |
| | |
| | TROUTMAN SANDERS LLP |
