Exhibit 8.2
March 27, 2008
Tax Opinion
Board of Directors
Columbia Financial Corporation
11 West Main Street
Bloomsburg, PA 17815
Ladies and Gentlemen:
We have been requested to provide this opinion concerning certain matters
of United States federal income tax law in connection with the proposed merger
(the "Merger") pursuant to which Columbia Financial Corporation, a Pennsylvania
corporation ("Columbia Financial"), will merge with and into CCFNB Bancorp,
Inc., a Pennsylvania corporation ("CCFNB Bancorp"). The Merger is further
described in and will be in accordance with the Securities and Exchange
Commission Form S-4 Registration Statement initially filed by CCFNB Bancorp on
March 14, 2008, and as subsequently amended (the "S-4 Registration Statement"),
and the Agreement and Plan of Reorganization, dated as of November 29, 2007
between the parties (the "Merger Agreement").
The Merger is structured as a statutory merger with CCFNB Bancorp surviving
the Merger, for the consideration payable to Columbia Financial shareholders as
described in Section 2.1 of the Merger Agreement. In connection with the Merger,
CCFNB Bancorp desires to merge Columbia County Farmers National Bank, a national
bank and wholly owned subsidiary of CCFNB Bancorp ("CCFNB Bank") into First
Columbia Bank & Trust Co., a Pennsylvania bank and trust company and wholly
owned subsidiary of Columbia Financial ("First Columbia Bank"). Except as
otherwise indicated, capitalized terms used herein have the meanings set forth
in the Merger Agreement.
We have acted as counsel to Columbia Financial in connection with the
Merger. As such, and for purposes of providing this opinion, we have examined
and are relying upon (without any independent verification or review thereof)
the truth and accuracy, at all relevant times, of the factual statements,
representations and assumptions contained in the following documents (including
all schedules and exhibits thereto):
1. The S-4 Registration Statement;
2. The Merger Agreement;
3. Tax representation certificates/letters of the President and
Chief Executive Officer of CCFNB Bancorp and the Chairman of the
Board of Directors of Columbia Financial, each dated as of the
date hereof, relating to factual matters surrounding the Merger
which are necessary to our rendering of the opinions below;
4. Such other instruments and documents related to CCFNB Bancorp,
Columbia Financial and their affiliated companies as we have
deemed necessary or appropriate.
In addition, in connection with providing this opinion, we have assumed
(without any independent investigation thereof) that:
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1. Original documents (including signatures) are authentic;
documents submitted to us as copies conform to the original
documents; and there has been (or will be by the Effective Time
of the Merger) due execution and delivery of all documents where
due execution and delivery are prerequisites to the effectiveness
thereof;
2. Any factual representation or statement made "to the best of
knowledge" or otherwise similarly qualified is correct without
such qualification, and all factual statements and
representations, whether or not qualified, are true and will
remain true through the Effective Time and thereafter where
relevant;
3. The Merger will be consummated pursuant to the Merger Agreement;
4. At all relevant times prior to and through the Effective Date,
(i) CCFNB Bancorp has not taken or agreed to take any action that
could reasonably be expected to prevent the Merger from
constituting a "reorganization" under Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code") and (ii)
CCFNB Bancorp does not have a plan or intention, directly or
through a related party, to acquire any CCFNB Bancorp stock
issued in the Merger other than pursuant to a share repurchase
program described in Revenue Ruling 99-58;
5. At all relevant times prior to and through the Effective Date,
(i) Columbia Financial has not taken or agreed to take any action
that could reasonably be expected to prevent the Merger from
constituting a "reorganization" under Section 368(a) of the Code;
(ii) no outstanding indebtedness of Columbia Financial has
represented or will represent equity for tax purposes; (iii) no
outstanding equity of Columbia Financial has represented or will
represent indebtedness for tax purposes; and (iv) no outstanding
security, instrument, agreement or arrangement that provides for,
contains or represents either a right to acquire Columbia
Financial common stock or to share in the appreciation thereof
constitutes or will constitute "stock" for purposes of Section
368(c) of the Code.
Based on the foregoing, and subject to the analysis, qualifications, and
assumptions set forth herein, and assuming the Merger is consummated in
accordance with the provisions of the Merger Agreement (and without any waiver,
breach or amendment of any of the provisions thereof), we are of the opinion
that, under present United States federal income tax law:
1. The Merger will be treated as a reorganization within the meaning
of Section 368(a) of the Code (Section 368(a)(1)(A));
2. CCFNB Bancorp and Columbia Financial will each be a party to the
reorganization within the meaning of Section 368(b) of the Code;
Our opinions set forth above are based on the existing provisions of the
Code, Treasury Regulations (including Temporary Treasury Regulations)
promulgated under the Code, published Revenue Rulings, Revenue Procedures and
other announcements of the Internal Revenue Service (the "Service") and existing
court decisions, any of which could be changed at any time. Any such changes
might be retroactive with respect to transactions entered into prior to the date
of such changes and could significantly modify the opinions set forth above.
Nevertheless, we undertake no responsibility to advise you of any subsequent
developments in the application, operation or interpretation of the United
States federal income tax laws.
As you are aware, no ruling has been or will be requested from the Service
concerning the United States federal income tax consequences of the Merger. In
reviewing this opinion, you should be aware that
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the opinion set forth above represents our conclusion regarding the application
of existing United States federal income tax law to the instant transaction. If
the facts vary from those relied upon (or if any factual aspect of any
representation, covenant, warranty or assumption upon which we have relied is
inaccurate, incomplete, breached or ineffective), our opinion contained herein
could be inapplicable in whole or in part. You should be aware that an opinion
of counsel represents only counsel's best legal judgment, and has no binding
effect or official status of any kind, and that no assurance can be given that
contrary positions may not be taken by the Service or that a court considering
the issues would not hold otherwise.
This opinion is being delivered to, and for the benefit of, the Board of
Directors of Columbia Financial in order to express our opinion as to the
material United States federal income tax consequences of the Merger.
We express no opinion as to the United States federal income tax
consequences of the Merger to shareholders subject to special treatment under
United States federal income tax laws (including, for example, foreign persons,
financial institutions, dealers in securities, insurance companies, tax-exempt
organizations, persons who hold shares of Columbia Financial common stock in
qualified retirement plans or programs, persons who acquired their shares of
Columbia Financial common stock as compensation and persons who hold shares of
Columbia Financial common stock as part of a hedge, straddle, conversion or
constructive sale transaction). In addition, no opinion is expressed with
respect to the tax consequences of the Merger under applicable foreign, state or
local laws, or under federal tax laws other than those pertaining to the federal
income tax. The opinions expressed herein are limited to the Merger set forth in
this letter and no other opinions should be inferred beyond the opinions
expressly stated herein.
To ensure compliance with requirements imposed by the Treasury Department
and the Service on written tax opinions pursuant to Circular 230, we inform you
that any federal tax advice contained in this communication (including
attachments) is not intended or written to be used and cannot be used for the
purpose of avoiding tax penalties that may be imposed under the Internal Revenue
Code. Additionally, if the advice provided herein is used to promote, market or
recommend to another person any transaction or matter addressed herein, then all
such taxpayers, other than the recipient hereto, that reviews this information,
should seek advice based upon that taxpayer's circumstances from an independent
tax advisor with respect to any federal tax or transactional matter discussed
herein.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Joint
Proposal I - The Reorganization - Certain Federal Income Tax Consequences" in
the Joint Proxy Statement/Prospectus forming part of the Registration Statement.
In giving this consent we do not hereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
This opinion is rendered solely for your benefit and the opinions set forth
herein may not be relied upon by any other entity or person without our prior
written consent.
Very truly yours,
/s/ Rhoads & Sinon LLP
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