June 21, 1999
Ellen R. Marshall, Esq.
Morrison & Foerster LLP
555 West Fifth Street
Los Angeles, California 90013-1024
Re: Joint Proxy Statements/Prospectus of Pacific Community Banking Group, The
Bank of Hemet and Valley Bank
Dear Ellen:
While we have reviewed the tax section of the subject disclosure documents and
concur with the material federal income tax consequences described therein as
confirmed in our letters attached, we are tax advisors, and not securities law
specialists. Accordingly, we are not able to confirm that the disclosure
contained in the tax section of the subject documents represents an adequate
disclosure for purposes of the applicable securities laws.
Very truly yours,
ARTHUR ANDERSEN LLP
By /s/
--------------------------------------
Lance A. Wood
June 21, 1999
Pacific Community Banking Group
23332 Mill Creek Drive, Suite 230
Laguna Hills, California 92653
Re: Joint Proxy Statement /Prospectus of Pacific Community Banking Group and
Valley Bank
Ladies and Gentlemen:
We have acted as tax advisors to Pacific Community Banking Group ("PCBG") in
connection with the Registration Statement on Form S-4 (the "Registration
Statement") of PCBG, which includes the Proxy Statement of Valley Bank ("The
Bank") and Prospectus of PCBG (the "Joint Proxy Statement/Prospectus").
Unless otherwise indicated, any defined terms used herein shall have the
meanings ascribed to them in the First Restatement of Agreement and Plan of
Reorganization, dated January 5, 1999 (the "Agreement"), as amended, by and
between PCBG and The Bank. In rendering this opinion, we have relied upon
letters delivered to Arthur Andersen LLP by PCBG and The Bank containing
certain representations relevant to this opinion. We hereby confirm that the
discussions under the captions "Material Federal Income Tax Consequences" in
the Joint Proxy Statement/Prospectus expresses our opinion as to the material
federal income tax consequences to PCBG, The Bank and The Bank's shareholders
with respect to the Merger, as long as the Merger is effected in accordance
with the terms of the Agreement. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the use of our
name under the caption "Material Federal Income Tax Consequences" in the
Joint Proxy Statement/Prospectus.
Very truly yours,
ARTHUR ANDERSEN LLP
By /s/
--------------------------------------
Lance A. Wood
June 21, 1999
Pacific Community Banking Group
23332 Mill Creek Drive, Suite 230
Laguna Hills, California 92653
Re: Joint Proxy Statement /Prospectus of Pacific Community Banking Group and
The Bank of Hemet
Ladies and Gentlemen:
We have acted as tax advisors to Pacific Community Banking Group ("PCBG") in
connection with the Registration Statement on Form S-4 (the "Registration
Statement") of PCBG, which includes the Proxy Statement of The Bank of Hemet
("The Bank") and Prospectus of PCBG (the "Joint Proxy Statement/Prospectus").
Unless otherwise indicated, any defined terms used herein shall have the
meanings ascribed to them in the First Restatement of Agreement and Plan of
Reorganization, dated January 5, 1999 (the "Agreement"), as amended, by and
between PCBG and The Bank. In rendering this opinion, we have relied upon
letters delivered to Arthur Andersen LLP by PCBG and The Bank containing
certain representations relevant to this opinion. We hereby confirm that the
discussions under the captions "Material Federal Income Tax Consequences" in
the Joint Proxy Statement/Prospectus expresses our opinion as to the material
federal income tax consequences to PCBG, The Bank and The Bank's shareholders
with respect to the Merger, as long as the Merger is effected in accordance
with the terms of the Agreement. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the use of our
name under the caption "Material Federal Income Tax Consequences" in the
Joint Proxy Statement/Prospectus.
Very truly yours,
ARTHUR ANDERSEN LLP
By /s/
--------------------------------------
Lance A. Wood