Exhibit 8.1
FEDERAL TAX OPINION
Board of Directors
Citizens Financial Services, Inc.
15 South Main Street
Mansfield, Pennsylvania 16933
Ladies and Gentlemen:
We have acted as special counsel to Citizens Financial Services, Inc., a Pennsylvania corporation (“Citizens”), in connection with the planned merger (the “Merger”) pursuant to the Agreement and Plan of Merger, dated as of September 18, 2019 (the “Merger Agreement”), between Citizens and MidCoast Community Bancorp, Inc., a Pennsylvania Corporation (“MidCoast”). The Merger Agreement shall be amended prior to Closing by a Joinder Agreement adding a Pennsylvania limited liability company and a wholly owned subsidiary of Citizens (“Merger Sub”) as a party to the Merger Agreement. Merger Sub will be a disregarded entity for tax purposes. The Merger is described in the proxy statement/prospectus (“Proxy Statement/Prospectus”), which is included in the registration statement filed on FormS-4 by Citizens (as amended or supplemented through the date hereof) (the “Registration Statement”) in connection with the Merger. Unless otherwise defined, capitalized terms used in this opinion have the meanings assigned to them in the Merger Agreement.
For purposes of this opinion, we have reviewed the Merger Agreement and such other documents and matters of law and fact as we have considered necessary or appropriate. In rendering this opinion, we have assumed that: (i) the Merger will be consummated in accordance with the terms of the Merger Agreement and in the manner described in the Registration Statement (and no transaction or condition described therein and affecting this opinion will be waived by any party to the Merger Agreement); (ii) the statements concerning the Merger and the parties thereto set forth in the Merger Agreement and Registration Statement are true, complete and correct as of the Effective Time of the Merger and thereafter (where relevant); (iii) the officer’s certificates regarding factual matters relating to the Merger provided to us by Citizens and MidCoast dated as of December , 2019 are true and correct; and (iv) Citizens, MidCoast and their respective subsidiaries will treat the Merger for United States federal income tax purposes in a manner consistent with the opinion set forth below. If any of the above described assumptions are untrue for any reason or if the Merger is consummated in a manner that is different from the manner described in the Merger Agreement or Registration Statement, our opinion as expressed below may be adversely affected.
Based upon and subject to the foregoing, and our consideration of such other matters of fact and law as we have considered necessary or appropriate, we hereby confirm to you that the statements set forth under the caption “Material United States Federal Income Tax Consequences—Federal Income Tax Consequences of the Merger” in the Proxy Statement/Prospectus included in the Registration Statement, subject to the limitations and qualifications set forth therein, constitute our opinion as to the material United States federal income tax consequences of the Merger to U.S. holders of MidCoast common stock.
