Exhibit 8.2
February 23, 2016
Bank of Georgetown
1115 30th Street, NW
Washington, DC 20007
Re:Bank of Georgetown Merger with and Into United Bank
Ladies and Gentlemen:
We have acted as counsel to Bank of Georgetown, a District of Columbia corporation (“Georgetown”), in connection with the proposed merger (the “Merger”) of Georgetown with and into United Bank, a Virginia corporation (“Merger Sub”), pursuant to the Agreement and Plan of Reorganization (the “Agreement”) dated as of November 9, 2015, by and between Georgetown and United Bankshares, Inc., a West Virginia bank holding company (“United”), whereby each share of Georgetown’s common stock will be converted into 0.9313 of a share of United common stock, subject to adjustment for fractional shares. This opinion is being delivered in connection with Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the proposed Merger, to which this opinion appears as an exhibit. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
In rendering our opinion set forth below, we have examined (without our independent investigation or verification) and relied upon the facts, information, representations, covenants and agreements contained in originals or copies, certified or otherwise identified to our satisfaction, of the Agreement, the Registration Statement, and such other documents as we have deemed necessary or appropriate for the purposes of this opinion. In addition, we have relied upon (without our independent investigation or verification) certain representations and assumptions as to factual matters made by Georgetown and United, as set forth in the representation letters delivered to us for purposes of this opinion (the “Representation Letters”), including representations relating to the conversion, prior to the Effective Time, of Merger Sub’s direct parent corporation, UBV Holding Company, Inc., into a limited liability company. Our opinion assumes and is expressly conditioned on, among other things, the accuracy, completeness and truth of the facts, information, representations, covenants, statements and agreements set forth in the documents referred to above, both initially and continuing as of the Effective Time, without any qualification as to knowledge or belief.
February 23, 2016
Page 2
In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity and completeness of all documents submitted to us as originals, and the conformity to original documents of all non-original documents submitted to us. We also have assumed that the transactions related to the Merger or contemplated by the Agreement will be consummated in accordance with the Agreement and as described in the Registration Statement, and that none of the terms and conditions contained therein will have been waived or modified in any respect prior to the Effective Time. We have further assumed that all documents and instruments referred to in the Agreement are valid and binding in accordance with their terms.
In rendering this opinion, we have considered applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder (the “Regulations”), pertinent judicial authorities, rulings of the Internal Revenue Service and such other authorities as we have considered relevant, in each case, as in effect on the date hereof. It should be noted that such laws, Code, Regulations, judicial decisions, rulings, administrative interpretations and such other authorities are subject to change at any time and, in some circumstances, with retroactive effect. A change in any of the authorities upon which this opinion is based, or any variation or difference in any fact from those set forth or assumed herein or in the Registration Statement, the Agreement, the Representations Letter or such other documents on which we relied, could affect our conclusions herein. Moreover, there can be no assurance that our opinion will be accepted by the Internal Revenue Service or, if challenged by the Internal Revenue Service, by a court.
Based solely upon and subject to the foregoing, we are of the opinion that (i) the Merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code, and (ii) the statements under the caption “Material U.S. Federal Income Tax Consequences of the Merger” in the information statement contained in the Registration Statement, insofar as such statements constitute summaries of the laws, regulations, and legal matters referred to therein, are accurate in all material respects.
Except as set forth above, we express no opinion to any party as to the tax consequences, whether federal, state, local or foreign, of the Merger or of any transactions related thereto or contemplated by the Agreement. We disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.
We hereby consent to the filing of this opinion as Exhibit 8.2 to the Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. 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 Act.
Sincerely, |
/s/ Covington & Burling LLP |