Citizens Financial Services, Inc. S-4/A
Exhibit 8.1
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
September 23, 2015
Citizens Financial Services, Inc.
First Citizens Community Bank
15 South Main Street
Mansfield, Pennsylvania 16933
Re: Acquisition of The First National Bank of Fredericksburg
Ladies and Gentlemen:
We have acted as special counsel to Citizens Financial Services, Inc., a Pennsylvania corporation (“Citizens”), in connection with the proposed merger (the “Merger”) of The First National Bank of Fredericksburg, a national banking association (“FNB”), with and into First Citizens Community Bank (the “FCCB”), a wholly-owned subsidiary of Citizens, pursuant to the Agreement and Plan of Merger by and among Citizens, FCCB and FNB dated as of June 30, 2015 (the “Merger Agreement”). 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 pursuant to and in accordance with the terms of the Merger Agreement and in the manner described in the Registration Statement on Form S-4 filed by Citizens with the Securities and Exchange Commission in connection with the Merger (the “Registration Statement”) and the Joint Proxy Statement/Prospectus included therein (and no transaction or condition described therein and affecting this opinion will be waived by any party to the Merger Agreement); (ii) the certificates of officers of Citizens and FCCB and of FNB as to certain factual matters and representations, dated the date hereof (the “Certificates”), will be complete and accurate as of the Effective Time of the Merger; and (iii) Citizens and FCCB and FNB 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.
Citizens Financial Services, Inc.
First Citizens Community Bank
September 23, 2015
Page 2
Based upon and subject to the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein and in the Registration Statement, we hereby confirm to you that the statements set forth under the caption “Material United States Federal Income Tax Consequences of the Merger” in the Joint Proxy Statement/Prospectus included in the Registration Statement constitute our opinion as to the material United States federal income tax consequences of the Merger to U.S. holders of FNB Common Stock.
Our opinion set forth above is based on the Code, Treasury Regulations promulgated thereunder, interpretive rulings of the IRS, pertinent judicial authorities and such other authorities as we have considered relevant as of the date hereof and it represents our best judgment, but it has no binding effect or official status of any kind, and no assurance can be given that contrary positions may not be taken by the IRS or a court concerning the issues. It is possible that Congress could enact new law, or that Department of the Treasury or the IRS or a court of competent jurisdiction could issue authorities, after the date hereof which would be inconsistent with the opinion expressed herein. Any changes in law could have retroactive effect.
We express our opinion herein only as to those matters specifically set forth above and no opinion should be inferred as to the tax consequences of the Merger under any state, local or foreign law, or with respect to other areas of United States federal taxation.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Material United States Federal Income Tax Consequences of the Merger” and “Legal Matters” in the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.
| | Very truly yours, |
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| | /s/ Luse Gorman, PC | |
| | LUSE GORMAN, PC |
