Exhibit 8.2
 | Reinhart Boerner Van Deuren s.c. P.O. Box 2965
Milwaukee, WI 53201-2965 1000 North Water Street
Suite 1700
Milwaukee, WI 53202 Telephone: 414-298-1000
Facsimile: 414-298-8097
reinhartlaw.com |
November 10, 2022
Board of Directors Hometown Bancorp, Ltd.
80 Sheboygan St
Fond du Lac, WI 54935 |
| Dear Board: | Re: | Qualification of Merger as a Reorganization within the meaning of Section 368(a) of the Internal Revenue Code |
You have requested our opinion with respect to whether the proposed merger (the "Merger") of Hometown Bancorp. Ltd., a Wisconsin corporation ("Hometown"), with and into Bank First Corporation, a Wisconsin corporation (“Bank First”), pursuant to the Agreement and Plan of Merger by and between Bank First and Hometown dated as of July 25, 2022 (the "Merger Agreement") will constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code for U.S. federal income tax purposes. Bank First will file a Registration Statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission on the date hereof or shortly thereafter in connection with the Merger under the Securities Act of 1933, as amended (the “Securities Act”), on the date hereof and to which this opinion is an exhibit.
In connection with the Merger we assume as accurate, the following:
1. The Merger Agreement will be implemented in accordance with its terms and conditions.
2. As a result of the first assumption, the Merger will be effected pursuant to the Wisconsin Business Corporation Law.
3. As a result of the Merger, Hometown's shareholders (in the aggregate and including any dissenters) will receive Bank First common stock having a value, measured at the Merger's effective time, of not less than 40% of the value of all of Hometown's outstanding stock, also measured at the Merger's effective time.
Milwaukee • Madison • Waukesha • Wausau • Chicago, IL Rockford, IL • Minneapolis, MN • Denver, CO • Phoenix, AZ |
Board of Directors
November 10, 2022
Page 2
4. The statements concerning the Merger and the parties thereto set forth in the Merger Agreement are true, complete and correct, and the Registration Statement is true, complete and correct.
5. The factual statements and representations made by Hometown and Bank First in their respective Officer's Certificates dated as of the date hereof and delivered to us for purposes of this opinion are true, complete and correct and will remain true, compete and correct at all times up to and including the effective time of the Merger.
Subject to the limitations described herein and based on the assumptions described above, we are of the opinion that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code for U.S. federal income tax purposes.
This opinion is limited to the U.S. federal income tax matters described above and does not address any other federal income tax considerations, or any state, local, foreign or other tax considerations.
A particular Hometown shareholder's circumstances may cause the shareholder's tax consequences to differ from those described herein. For example, a particular shareholder may be subject to special treatment under certain special U.S. federal income tax laws, such as shareholders who are dealers or traders in securities or who mark securities to market, financial institutions, insurance companies, tax-exempt organizations, persons who are not United States citizens or resident aliens or domestic entities (partnerships or trusts), or are subject to the alternative minimum tax (to the extent that tax affects the tax consequences), or are subject to the "golden parachute" provisions of the Internal Revenue Code (to the extent that tax affects the tax consequences). Other shareholders whose circumstances may cause the shareholder's tax consequences to differ from those described herein, include shareholders who acquired Hometown stock pursuant to employee stock options or otherwise as compensation, who do not hold their shares as capital assets, or who hold their shares as part of a "straddle," or "conversion transaction," or constructive sale or other integrated transaction.
Our opinion is based on the applicable provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations issued or proposed thereunder, the Internal Revenue Service's current positions published in revenue rulings, revenue procedures, notices, and announcements, existing judicial decisions, and other applicable tax authorities. These authorities are all subject to change, and such change may be made with retroactive effect. We can give no assurance that, after any such change, our opinion would not be different and we assume no obligation to revise or supplement this opinion should the present laws referred to above change by legislative or administrative action, judicial action, or otherwise.
Board of Directors
November 10, 2022
Page 3
This opinion is based solely on the assumptions listed above and the information set forth in the Registration Statement, the Merger Agreement (including all exhibits attached thereto) and Officer’s Certificates furnished by Hometown and Bank First dated as of the date hereof. In our examination of relevant documents, we have assumed the genuineness of all signatures, the conformity to original documents of all copies of documents submitted to us, and the authenticity of such copies. We cannot and do not represent that we checked the accuracy of the statements of fact or financial calculations contained in such documents and in documents incorporated by reference. Our opinion could be affected if any of the information on which we have relied is incorrect, or if changes in the relevant facts occur after the date hereof.
This opinion is not binding on the Internal Revenue Service, and we can make no assurance that the Internal Revenue Service will not take a position contrary to one or more of the positions reflected in the foregoing opinion, or that our opinion will be upheld by the courts if challenged by the Internal Revenue Service.
This opinion is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly contained herein.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are "experts" within the meaning of Section 11 of the Securities Act, or that we come within the category of persons whose consent is required by Section 7 of the Securities Act.
| | Very truly yours, |
| | |
| | REINHART BOERNER VAN DEUREN s.c. |
