Exhibit 8
August 12, 2015
Glacier Bancorp, Inc.
49 Commons Loop
Kalispell, MT 59901-2679
Attn: Michael J. Blodnick, President and CEO
Ladies and Gentlemen:
We have acted as special tax counsel to Glacier Bancorp, Inc., a Montana corporation (“GBCI”), in connection with the proposed merger of Cañon Bank Corporation, Inc. (“CBC”), a Colorado corporation, with and into GBCI; and the simultaneous merger of Cañon National Bank (“Bank”), a national banking association, duly organized and validly existing under the federal laws of the United States of America and a wholly-owned subsidiary of CBC, with and into Glacier Bank (“Glacier Bank”), a Montana state-chartered bank and wholly owned subsidiary of GBCI (collectively, the “Mergers”), pursuant to the Plan and Agreement of Merger (the “Agreement”), dated as of July 30, 2015, by and among GBCI, CBC, Bank and Glacier Bank. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. At your request, and in connection with the filing of the Form S-4 (as amended or supplemented through the date hereof, the “Registration Statement”), including the proxy statement/prospectus forming a part thereof, we are rendering our opinion concerning certain United States federal income tax matters.
In providing our opinion, we have examined the Agreement, the Registration Statement, the proxy statement/prospectus forming a part thereof (as amended or supplemented through the date hereof), the Merger Agreement between the Bank and Glacier Bank, dated as of July 30, 2015, and such other documents as we have deemed necessary or appropriate for purposes of our opinion. In addition, we have assumed that (i) the transaction will be consummated in accordance with the provisions of the Agreement and as described in the Registration Statement (and no transaction or condition described therein and affecting this opinion will be waived by any party), (ii) the Bank is a wholly-owned subsidiary of CBC and Glacier Bank is a wholly owned subsidiary of GBCI (iii) either (A) the share price of GBCI (as such price is appropriately adjusted for any stock split, reverse stock split, recapitalization, reclassification or similar transaction with respect to the then outstanding shares of GBCI common stock declared or effected after the Execution Date and prior to the Closing Date) will equal or exceed $24.92 at all times on the Closing Date or (B) the Total Stock Consideration will be adjusted pursuant to Section 7.3.2 of the Agreement so that the Total Stock
1838480 | A Professional Limited Liability Partnership | Attorneys at Law Since 1870 |
RE: Opinion letter
August 12, 2015
Page 2
Consideration equals or exceeds the quotient obtained by dividing $13,811,000 by the lowest price at which GBCI common stock trades on the Closing Date, (iv) the statements concerning the transaction and the parties thereto set forth in the Agreement are true, complete and correct, and the Registration Statement is true, complete and correct, (v) the factual statements and representations made by GBCI in the officer’s certificate dated as of the date hereof and delivered to us for purposes of this opinion (the“Officer’s Certificate”) are true, complete and correct as of the date hereof and will remain true, complete and correct at all times up to and including the Effective Time, (vi) any such statements and representations made in the Officer’s Certificates “to the knowledge of” or “in the belief of” any person or similarly qualified are and will be true, complete and correct without such qualification, and (vii) GBCI and CBC and their respective subsidiaries will treat the Mergers for United States federal income tax purposes in a manner consistent with the opinions set forth below. If any of the above described assumptions are untrue for any reason or if the transaction is consummated in a manner that is different from the manner described in the Agreement or the Registration Statement, our opinion as expressed below may be adversely affected.
Based upon and subject to the foregoing, we are of the opinion that, under currently applicable United States federal income tax law, the each of the Mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
Our opinion is based on current provisions of the Code, Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service and case law, any of which may be changed at any time with retroactive effect. Any change in applicable laws or the facts and circumstances surrounding the transaction, or any inaccuracy in the statements, facts, assumptions or representations upon which we have relied, may affect the continuing validity of our opinion as set forth herein. We assume no responsibility to inform GBCI or CBC of any such change or inaccuracy that may occur or come to our attention.
We are furnishing this opinion in connection with the filing of the Registration Statement and this opinion is not to be relied upon for any other purpose without our prior written consent. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the references therein to us. 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.
Very truly yours,
GARLINGTON, LOHN & ROBINSON, PLLP
/S/ Mark S. Munro
Mark S. Munro
MSM:amm
1838480 | A Professional Limited Liability Partnership | Attorneys at Law Since 1870 |