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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/26/13 Virginia National Bankshares Corp S-4EF 4/15/13 8:2.5M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-4EF Registration of Securities Issued in a HTML 1.79M
Business-Combination Transaction Forming
a Bank, Savings & Loan or Holding
Company
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, HTML 25K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 27K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 58K
5: EX-5 Opinion re: Legality HTML 12K
6: EX-8 Opinion re: Tax Matters HTML 18K
7: EX-23.1 Consent of Experts or Counsel HTML 7K
8: EX-99 Miscellaneous Exhibit HTML 21K
| EX-8 |
Exhibit 8.0
Board of Directors
Virginia National Bankshares Corporation
404 People Place
Charlottesville, Virginia 22911
Board of Directors
Virginia National Bank
404 People Place
Charlottesville, Virginia 22911
| Re: | Reorganization Agreement and Plan of Share Exchange under which |
| Virginia National Bank will become a wholly-owned subsidiary of |
| Virginia National Bankshares Corporation |
Ladies and Gentlemen:
We have acted as special counsel to Virginia National Bankshares Corporation, a Virginia corporation (the “Holding Company”), and Virginia National Bank, a national banking association (the “Bank”), in connection with the proposed share exchange (the “Reorganization”) in which the shareholders of the Bank will exchange their shares of capital stock of the Bank for shares of voting common stock of the Holding Company. As a result of the Reorganization, the Bank will become a wholly-owned subsidiary of the Holding Company pursuant to the terms of and as described in that certain Reorganization Agreement and Plan of Share Exchange (the “Reorganization Agreement”), dated as of March 6, 2013, by and between the Holding Company and the Bank, as described in the Holding Company’s Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 26, 2013.
At your request, in connection with the filing by the Holding Company of the Registration Statement on March 26, 2013 and the Proxy Statement/Prospectus of the Bank and the Holding Company (the “Proxy Statement/Prospectus”) included as part of the Registration Statement, we are rendering our opinion concerning certain federal income tax consequences of the Reorganization. Unless otherwise indicated, all capitalized terms used in this opinion letter have the same meanings as given in the Reorganization Agreement.
951 East Byrd Street, Eighth Floor
Phone: 804.783.2003 \ Fax: 804.783.2294
CALIFORNIA \ CONNECTICUT \ MASSACHUSETTS \ MICHIGAN \ NEW JERSEY \ NEW YORK \ PENNSYLVANIA \ VIRGINIA \ WASHINGTON, D.C.
Virginia National Bankshares Corporation
Virginia National Bank
Page 2
For purposes of rendering our opinion herein, we have conducted an examination of the Internal Revenue Code of 1986, as amended (the “Code”), and such other applicable laws, regulations, rulings and decisions as we have deemed necessary. With respect to factual matters, we have relied upon the Reorganization Agreement, including, without limitation, the representations and warranties of the parties set forth therein, and upon certain statements and representations made to us in certificates of officers of the Holding Company and the Bank, in each case without independent verification of the accuracy or completeness thereof. With your consent, we have relied on the accuracy and completeness of the statements and representations described in the preceding sentence, and have assumed that such statements and representations will also be complete and accurate as of the Effective Date. We have also assumed that any representation or statement made on which we have relied which is qualified “to the knowledge” of the party making such statement or representation, or which is otherwise similarly qualified, is correct and complete without such qualification. With respect to any matter as to which a person or entity making a representation or statement described in this paragraph has represented or stated that such person or entity either is not a party to, or does not have, or is not aware of, any plan or intention, understanding or agreement with respect to certain matters of fact, we have assumed that there is in fact no such plan, intention, understanding or agreement with respect to such matters.
For purposes of this opinion, we have assumed that (1) the shares of Bank stock constitute capital assets in the hands of each holder thereof, (2) the Reorganization Agreement is enforceable against each of the parties thereto, and (3) the Reorganization will be consummated in accordance with the Reorganization Agreement.
Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:
(1) The Reorganization will be treated as a reorganization within the meaning of Section 368(a) of the Code.
(2) Neither the exchange of Bank common stock solely for Holding Company common stock nor the conversion of Bank stock options into Holding Company stock options in the Reorganization will cause the recognition of gain or loss to the shareholders of the Bank.
(3) Neither the Bank nor the Holding Company will recognize gain or loss as a result of the Reorganization.
(4) The aggregate federal income tax basis of Holding Company common stock received pursuant to the Reorganization (including any fractional share deemed received and exchanged for cash) will be the same as the basis of shares of Bank common stock exchanged therefor, and the holding period of such Holding Company common stock (including any fractional share deemed received and exchanged for cash) will include the holding period of Bank common stock exchanged therefor.
Virginia National Bankshares Corporation
Virginia National Bank
Page 3
(5) A Bank shareholder who exercises dissenters’ rights generally will recognize gain or loss equal to the difference between the amount of money received by such shareholder and the tax basis of such shareholder’s Bank common stock.
The opinions expressed herein are based upon our interpretation of existing legal authorities, and no assurance can be given that such interpretations would be followed if the exchange of shares contemplated by the Reorganization became the subject of administrative or judicial proceedings. Statements of opinion herein are opinions only and should not be interpreted as guarantees of the current status of the law, nor should they be accepted as a guarantee that a court of law or administrative agency will concur in such statement.
No opinion is expressed with respect to any of the following: (1) the appropriate method to determine the fair market value of any stock or other consideration received in any sale or exchange; (2) the state, local or foreign tax consequences of any aspect of the Reorganization; or (3) the federal income tax consequences of any aspect of the Reorganization to holders of Bank stock who are subject to special tax treatment for federal income tax purposes.
We hereby consent to the use of our name under the captions “Federal Income Tax Consequences” and “Legal Matters” in the Proxy Statement/Prospectus and the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby concede that we are 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 Commission promulgated thereunder. The opinions expressed herein are given as of the date hereof and apply only to the Reorganization. We disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.
Very truly yours,
/s/ LeClairRyan, A Professional Corporation
| This ‘S-4EF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Effective on: | 4/15/13 | None on these Dates | ||
| Filed on: | 3/26/13 | |||
| 3/6/13 | ||||
| List all Filings | ||||