Exhibit 8.2
|
| FILE NO: 7567/05 |
December 29, 2014
Board of Directors
FNBM Financial Corporation
260 Sunbury Street
Minersville, PA 17954
Ladies and Gentlemen:
We have acted as legal counsel to FNBM Financial Corporation in connection with the preparation and execution of the Agreement and Plan of Merger dated as of July 2, 2014 between FNBM Financial Corporation, a Pennsylvania corporation (“FNBM”), and GNB Financial Services, Inc., a Pennsylvania corporation (“GNB”), as amended by that certain Amendment No. 1 to Agreement and Plan of Merger dated as of October 7, 2014 (as amended, the “Agreement”). Pursuant to the Agreement, FNBM is to merge with and into GNB with GNB surviving (the “Merger”). Capitalized terms not otherwise defined in this opinion have the meanings ascribed to such terms in the Agreement.
At your request, we have examined the Registration Statement of GNB on Form S-4, File No. 333-199324, filed on October 15, 2014, as amended through the date hereof, with the United States Securities and Exchange Commission (the “Registration Statement”) in connection with the registration of the shares of GNB common stock to be issued to the shareholders of FNBM upon consummation of the proposed transaction.
The Merger is structured, and will be completed, as a statutory merger of FNBM with and into GNB, with GNB surviving the Merger, for the consideration payable to FNBM shareholders as described in Article I of the Agreement, all pursuant to the applicable corporate law of the Commonwealth of Pennsylvania.
You have requested that we render the opinion set forth below, which is being provided solely in connection with the Merger. In rendering this opinion, we have reviewed (without any independent investigation or review thereof other than such investigation and review as we have deemed necessary to fulfill our professional responsibilities as counsel) the Agreement, the Registration Statement, the FNBM and GNB Tax Certificates supplied to us, and such other documents as we have deemed necessary or appropriate. For purposes of this opinion, we have assumed, with your permission, (i) that the proposed transaction will be consummated in the manner contemplated by the Registration Statement and in accordance with the provisions of the Agreement without the waiver of any material conditions, (ii) that documents submitted to us as copies conform to the original documents, (iii) the accuracy of statements and representations contained in the Registration Statement and FNBM and GNB Tax Certificates, (iv) that any representation or statement referred to in the Agreement, Registration Statement, or FNBM or GNB Tax Certificates and made “to the best of knowledge” or otherwise similarly qualified is correct without such qualification, and all statements and representations therein, whether or not qualified, are true and will remain true through the Effective Time and thereafter where relevant, and (v) that the transactions will be effective under applicable state law.
Based upon the foregoing, and subject to the assumptions, exceptions, limitations and qualifications set forth herein and set forth in the discussion in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences,” it is our opinion that, under current law (i) the Merger will be treated as a “reorganization” within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) the discussion in the Registration Statement, under the caption “Material U.S. Federal Income Tax Consequences” to the extent it constitutes an explanation of legal principles, is accurate in all material respects.
This opinion represents our best judgment regarding the application of federal income tax laws under the Code, existing judicial decisions, administrative regulations and published rulings and procedures, all as of the date hereof. Our opinion is not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service will not successfully assert a contrary position. This opinion is being delivered prior to the consummation of the proposed transaction and therefore is prospective and dependent on future events. No assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, or future factual developments, would not adversely affect the accuracy of the conclusions stated herein. We undertake no responsibility to advise you of any new developments in the facts or in the application or interpretation of the federal income tax laws. Furthermore, in the event any one of the facts or statements or assumptions upon which we have relied to issue this opinion is incorrect, our opinion might be adversely affected and may not be relied upon.
This opinion addresses only the matters described above, and does not address any other federal, state, local or foreign tax consequences that may result from the Merger, or any other transaction (including any transaction undertaken in connection with the foregoing).
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the captions “Material U.S. Federal Income Tax Consequences” and “Legal Matters” in 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 Securities Act of 1933 as amended, nor do we thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “experts” as used in the Securities Act of 1933, as amended.
| Very truly yours, |
|
|
| /s/ Rhoads & Sinon LLP |