Exhibit 8.2
LUSE GORMAN, PC
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
December 16, 2022
Board of Directors
HV Bancorp, Inc.
2005 South Easton Road
Suite 304
Doylestown, PA 18901
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Re: | | Registration Statement on Form S-4 |
Ladies and Gentlemen:
We are special counsel to HV Bancorp, Inc., a Pennsylvania corporation (“HVBC”), in connection with (i) the planned merger (the “Merger”) of HVBC with and into Citizens Financial Services, Inc., a Pennsylvania corporation (“CZFS”), pursuant to the Agreement and Plan of Merger, dated as of October 18, 2022 (the “Merger Agreement”), by and among CZFS, CZFS Acquisition Company, LLC, First Citizens Community Bank, HVBC and Huntingdon Valley Bank, and (ii) the preparation and filing by CZFS of the related Registration Statement on Form S-4 (the “Registration Statement”), which includes the Proxy Statement/Prospectus (the “Proxy Statement/Prospectus”), filed with the U.S. Securities and Exchange Commission on December 16, 2022. For purposes of this opinion, capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement.
In connection with this opinion, we have reviewed: (i) the Merger Agreement; (ii) the Registration Statement; (iii) the Proxy Statement/Prospectus, and (iv) the certificates of officers of HVBC and CZFS as to certain factual matters, dated the date hereof (the “Certificates”), and have assumed that such statements and representations will be complete and accurate as of the Effective Time of the Merger.
We have relied, with the consent of HVBC and CZFS, upon the accuracy and completeness of the Certificates (which Certificates we have neither investigated nor verified). We have assumed that the Certificates will be re-executed in substantially the same form by appropriate officers of HVBC and CZFS as of the Closing Date. For purposes of rendering this opinion, we have assumed that all relevant statements in the Merger Agreement, the Registration Statement, the Proxy Statement/Prospectus and written representations of the parties, including those made “to the best knowledge of” or similarly qualified, are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time. We have also assumed that the parties have complied with and, if applicable, will continue to comply with, the relevant covenants contained in the Merger Agreement. Our opinion may not be relied upon and may be invalid if any assumption described above is untrue for any reason.