Exhibit 8.1
February 5, 2025
Registration Statement on Form S-4
Mid Penn Bancorp, Inc.
2407 Park Drive
Harrisburg, Pennsylvania 17110
Ladies and Gentlemen:
We have acted as counsel to Mid Penn Bancorp, Inc., a Pennsylvania corporation (“Mid Penn”), in connection with the proposed merger (the “Merger”) pursuant to which William Penn Bancorporation, a Maryland corporation (“William Penn”), will merge with and into Mid Penn pursuant to the Agreement and Plan of Merger, dated as of October 31, 2024, by and between Mid Penn and William Penn, as described in the joint proxy statement/prospectus, which is included in the registration statement on Form S-4 of Mid Penn (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) in connection with the Merger.
For purposes of providing this opinion, we have examined: (i) the Registration Statement; (ii) the Merger Agreement; and (iii) such other instruments and documents as we have deemed necessary or appropriate in order for us to render our opinion. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing. We have also assumed, with your permission, that: (i) the Merger will be consummated in the manner described in the Merger Agreement and Registration Statement; and (ii) the statements concerning the Merger set forth in the Merger Agreement and the Registration Statement are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time (as defined in the Merger Agreement). We have also assumed that the parties have complied with and, if applicable, will continue to comply with, the obligations, covenants, and agreements contained in the Merger Agreement.
We have participated in the preparation of the discussion set forth in the section entitled “MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER” in the Registration Statement. Based on the foregoing and subject to the qualifications, assumptions and limitations stated herein and in the Registration Statement, it is our opinion that such discussion of those consequences, insofar as it summarizes United States federal income tax law, is accurate in all material respects.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement, and to the references in the Registration Statement 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.
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| Sincerely, |
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| /s/ Pillar Aught LLC |
4201 E. PARK CIRCLE | HARRISBURG, PA 17111 | 717•308•9910 | PILLARAUGHT.COM
