-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ddr17INhMpZfAJeLU8k1+0j5fcUi3ffXh09ii+2RzKdIJ6qh46fqWG/YXaE/IPtw pjgK1IPxctY+l0S5L/0Nmg== 0000903594-94-000003.txt : 19940420 0000903594-94-000003.hdr.sgml : 19940420 ACCESSION NUMBER: 0000903594-94-000003 CONFORMED SUBMISSION TYPE: S-4 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940419 EFFECTIVENESS DATE: 19940419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERIDIAN BANCORP INC CENTRAL INDEX KEY: 0000723916 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 232237529 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-49895 FILM NUMBER: 94523201 BUSINESS ADDRESS: STREET 1: 35 N SIXTH ST CITY: READING STATE: PA ZIP: 19603 BUSINESS PHONE: 2156552000 S-4 POS 1 As filed with the Securities and Exchange Commission on April 15, 1994 Registration No. 33-49895 _________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - -------------------- MERIDIAN BANCORP, INC. (Exact name of registrant as specified in its charter) - -------------------- Pennsylvania 6711 23-2237529 (State or other (Primary Standard (IRS Employer jurisdiction of Industrial Classifi- Identification incorporation or cation Code Number) No.) organization) 35 North Sixth Street Reading, Pennsylvania 19601 (215) 655-2000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) - -------------------- David E. Sparks Vice Chairman and Chief Financial Officer Meridian Bancorp, Inc. 35 North Sixth Street Reading, Pennsylvania 19601 (215) 655-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service) - -------------------- Copies to: Joseph M. Harenza, Esquire John S. Estey, Esquire David W. Swartz, Esquire Samuel Mason, Esquire Stevens & Lee Montgomery, McCracken, 607 Washington Street Walker & Rhoads P.O. Box 679 Three Parkway Reading, PA 19603 Philadelphia, PA 19102 This Post-Effective Amendment No. 1 to Registration Statement No. 33-49895 is filed solely for the following purposes: 1. The Registrant hereby amends Registration Statement No. 33-49895 to include therein Exhibit 8, the definitive tax opinions relating to the transaction. 2. The Registrant hereby deregisters all securities registered pursuant to Registration Statement No. 33-49895 which remain unsold at the termination of the offering, as follows: Amount Remaining Unsold at Termination of the Offering and Title of Securities Deregistered Registered Amount Registered Hereby Common Stock, par value 564,865 shares 177 shares $5.00 per share (with Rights) (with Rights) (and associated Stock Purchase Rights) PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Directors and Officers. Pennsylvania law provides that a Pennsylvania corporation may indemnify directors, officers, employees and agents of the corporation against liabilities they may incur in such capacities for any action taken or any failure to act, whether or not the corporation would have the power to indemnify the person under any provision of law, unless such action or failure to act is determined by a court to have constituted recklessness or willful misconduct. Pennsylvania law also permits the adoption of a bylaw amendment, approved by shareholders, providing for the elimination of a director's liability for monetary damages for any action taken or any failure to take any action unless (1) the director has breached or failed to perform the duties of his office and (2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The bylaws of Meridian provide for (1) indemnification of directors, officers, employees and agents of the registrant and its subsidiaries and (2) the elimination of a director's liability for monetary damages, to the fullest extent permitted by Pennsylvania law. Directors and officers are also insured against certain liabilities for their actions, as such, by an insurance policy obtained by the registrant. Item 21. Exhibits and Financial Statement Schedules. (a) Exhibits. 2.1 Agreement and Plan of Merger dated February 11, 1993, between Meridian Bancorp, Inc. and First Bath Corp. (included as Annex A to the Proxy Statement/ Prospectus). Schedules are omitted; Meridian Bancorp, Inc. agrees to furnish copies of such schedules to the Commission upon request. 2.2 Plan of Merger dated as of February 11, 1993 between Meridian Bank and The First National Bank of Bath (included as Exhibit 1 to Annex A to the Proxy Statement/Prospectus). 5. Opinion of Stevens & Lee re: validity* 8.1 Opinion of Stevens & Lee re: tax matters. 8.2 Opinion of Montgomery, McCracken, Walker & Rhoads re: Tax Opinion 23.1 Consent of KPMG Peat Marwick as to financial statements of Meridian Bancorp, Inc.* 23.2 Consent of Ernst & Young as to financial statements of First Bath Corp.* 24.3 Consent of Stevens & Lee (contained in Exhibit 5).* 23.4 Consent of Stevens & Lee re: Tax Opinion.* 23.5 Consent of Montgomery, McCracken, Walker & Rhoads re: Tax Opinion.* 23.6 Consent of Berwind Financial Group, Inc.* 25. Powers of Attorney.* 28.1 Opinion of Berwind Financial Group, Inc. dated July 28, 1993 (included as Annex B to Proxy Statement/ Prospectus).* 28.2 Form of Proxy for the Special Meeting of Shareholders of First Bath Corp.* ____________________ *Previously filed. (b) Financial Statement Schedules. No financial statement schedules are required to be filed herewith pursuant to Item 21(b) or (c) of this Form. Item 22. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b)(1) The registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form. (2) The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the bylaws of the registrant, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (d) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (e) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reading, Commonwealth of Pennsylvania, on April 7, 1994. MERIDIAN BANCORP, INC. (Registrant) By:/s/ Samuel A. McCullough Samuel A. McCullough Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Chairman, Chief April 7, 1994 Samuel A. McCullough Executive Officer and Director (Principal Executive Officer) /s/DAVID E. SPARKS* Vice Chairman, April 7, 1994 David E. Sparks Chief Financial Officer and Director (Principal Financial Officer) /s/MICHAEL J.MIZAK, JR.* Senior Vice April 7, 1994 Michael J. Mizak, Jr. President and Controller (Principal Accounting Officer) /s/DELIGHT E. BREIDEGAM, JR.* Director April 7, 1994 DeLight E. Breidegam, Jr. /s/ROBERT W. CARDY* Director April 7, 1994 Robert W. Cardy /s/HARRY CORLESS* Director April 7, 1994 Harry Corless /s/JULIUS W. ERVING* Director April 7, 1994 Julius W. Erving /s/FRED D. HAFER* Director April 7, 1994 Fred D. Hafer /s/JOSEPH H. JONES* Director April 7, 1994 Joseph H. Jones /s/LAWRENCE C. KARLSON* Director April 7, 1994 Lawrence C. Karlson /s/EZEKIEL S. KETCHUM* Director April 7, 1994 Ezekiel S. Ketchum /s/SIDNEY D. KLINE, JR.* Director April 7, 1994 Sidney D. Kline, Jr. /s/JOSEPH F. PAQUETTE, JR.* Director April 7, 1994 Joseph F. Paquette, Jr. /s/DANIEL H. POLETT* Director April 7, 1994 Daniel H. Polett /s/LAWRENCE R. PUGH* Director April 7, 1994 Lawrence R. Pugh /s/PAUL R. ROEDEL* Director April 7, 1994 Paul R. Roedel /s/WILMER R. SCHULTZ* Director April 7, 1994 Wilmer R. Schultz /s/ROBERT B. SEIDEL* Director April 7, 1994 Robert B. Seidel /s/JUDITH M. VON SELDENECK* Director April 7, 1994 Judith M. Von Seldeneck /s/GEORGE STRAWBRIDGE, JR.* Director April 7, 1994 George Strawbridge, Jr. /s/ANITA A. SUMMERS* Director April 7, 1994 Anita A. Summers */s/SAMUEL A. McCULLOUGH April 7, 1994 Samuel A. McCullough Attorney-in-Fact EXHIBIT INDEX Exhibit Sequential No. Description Page No. 8.1 Opinion of Stevens & Lee re: tax matters 8.2 Opinion of Montgomery, McCracken, Walker & Rhoads re: Tax Opinion EX-8.1 2 December 10, 1993 Board of Directors Meridian Bancorp, Inc. 35 North Sixth Street Reading, PA 19601 Re: Merger of First Bath Corp. with and into Meridian Bancorp, Inc.; Merger of First National Bank of Bath with and into Meridian Bank Ladies and Gentlemen: You have requested our opinion in connection with the transaction contemplated by the Agreement (the "Holding Company Merger Agreement") dated February 11, 1993, between Meridian Bancorp, Inc., a Pennsylvania corporation ("Meridian"), and First Bath Corp., a Pennsylvania corporation ("FBC"), pursuant to which FBC will be merged with and into Meridian, which will be the surviving corporation. At the Effective Date of such merger (the "Merger"), each share of FBC Common Stock issued and outstanding immediately prior to such date will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive 1.45 shares of Meridian Common Stock, subject to possible adjustment as provided in Section 1.02(e) of the Holding Company Merger Agreement. No fractional shares of Meridian Common Stock will be issued. In lieu thereof, shareholders of FBC will receive cash in an amount determined pursuant to Section 1.02(e) of the Holding Company Merger Agreement. FBC's shareholders will be entitled to exercise dissenters' rights in connection with the Merger. All shares of FBC Common Stock held as treasury shares by FBC on the Effective Date of the Merger will be cancelled, and no shares of Meridian Common Stock or other property will be delivered in exchange therefor. Attached to and trading with each share of Meridian Common Stock are certain "poison pill" rights (the "Rights") issued pursuant to the Meridian Rights Agreement. You have also requested our opinion in connection with the transaction contemplated by the Bank Plan of Merger dated as of February 11, 1993, between Meridian Bank, a Pennsylvania bank and trust company, and the First National Bank of Bath, a national banking association ("First National"), pursuant to which First National will, concurrently with or as soon as practicable after the closing of the Merger of FBC with and into Meridian, be merged with and into Meridian Bank, which will be the surviving bank. At the Effective Date of such merger (the "Bank Merger"), all of the issued and outstanding shares of First National Common Stock and all shares of First National Common Stock held as treasury shares will be cancelled, and no shares of Meridian Bank Common Stock will be delivered in exchange therefor. This opinion is being furnished pursuant to Section 5.02(i) of the Holding Company Merger Agreement. All capitalized terms herein, unless otherwise specified, have the meanings assigned thereto in the Holding Company Merger Agreement and its exhibits. In connection with our opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of the Holding Company Merger Agreement, the exhibits thereto, and such other documents as we have deemed necessary or appropriate for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of such latter documents. As to any facts material to this opinion which we did not independently establish or verify, we have relied upon the foregoing documents and upon statements and representations of officers and other representatives of FBC and Meridian, including certain written representations of the managements of FBC and Meridian annexed hereto. The opinions expressed herein are conditioned on the initial and continuing accuracy of the facts, information, and representations contained in the aforesaid documents or otherwise referred to above. In preparing our opinion, we have considered applicable provisions of the IRC, Treasury regulations, pertinent judicial authorities, interpretive rulings of the Internal Revenue Service, and such other authorities as we have deemed relevant. Based solely upon the foregoing and upon the assumptions set forth herein, and subject to the qualifications and caveats set forth herein, we are of the opinion that, under present law, for federal income tax purposes: 1. The Merger, pursuant to which FBC will transfer all of its assets to Meridian in exchange for Meridian Common Stock (including fractional share interests) and the assumption by Meridian of all of FBC's liabilities, will constitute a reorganization within the meaning of IRC Section 368(a)(1)(A). 2. FBC and Meridian will each be "a party to a reorganization" within the meaning of IRC Section 368(b). 3. Neither FBC nor Meridian will recognize any gain or loss upon the transfer of FBC's assets to Meridian in exchange solely for Meridian Common Stock (including fractional share interests) and the assumption by Meridian of the liabilities of FBC. 4. The basis of the FBC assets in the hands of Meridian will be the same as the basis of such assets in the hands of FBC immediately prior to the Merger. 5. The holding period of the assets of FBC to be received by Meridian will include the period during which the assets were held by FBC. 6. No gain or loss will be recognized by the shareholders of FBC on the receipt of Meridian Common Stock (including fractional share interests) solely in exchange for their shares of FBC Common Stock. 7. The basis of the Meridian Common Stock (including fractional share interests) to be received by the FBC shareholders in the Merger will be the same as the basis of the FBC Common Stock surrendered in exchange therefor. 8. The holding period of the Meridian Common Stock (including fractional share interests) to be received by the FBC shareholders in the Merger will include the period during which the FBC shareholders held their FBC Common Stock, provided the shares of FBC Common Stock are held as a capital asset on the Effective Date of the Merger. 9. The payment of cash in lieu of fractional share interests of Meridian Common Stock will be treated as if the fractional share interests were distributed as part of the Merger and then redeemed by Meridian. Such cash payments will be treated as having been received as distributions in full payment in exchange for the fractional share interests redeemed, as provided in IRC Section 302(a). 10. The Rights transferred with the shares of Meridian Common Stock will not constitute "other property" within the meaning of IRC Section 356(a)(1)(B). 11. As provided in IRC Section 381(c)(2) and related Treasury regulations, Meridian will succeed to and take into account the earnings and profits, or deficit in earnings and profits, of FBC as of the Effective Date of the Merger. Any deficit in the earnings and profits of Meridian or FBC will be used only to offset the earnings and profits accumulated after the Merger. 12. Pursuant to IRC Section 381(a) and related Treasury regulations, Meridian will succeed to and take into account the items of FBC described in IRC Section 381(c). Such items will be taken into account by Meridian subject to the conditions and limitations of IRC Sections 381, 382, 383, and 384 and the Treasury regulations thereunder. 13. The Bank Merger will constitute a reorganization within the meaning of IRC Section 368(a)(1)(A). 14. First National and Meridian Bank will each be "a party to a reorganization" within the meaning of IRC Section 368(b). 15. Except for any loan loss reserve that may be recaptured with respect to First National, neither First National nor Meridian Bank will recognize any gain or loss upon the transfer of First National's assets to Meridian Bank in constructive exchange solely for Meridian Bank Common Stock and the assumption by Meridian Bank of the liabilities of First National. 16. The basis of the First National assets in the hands of Meridian Bank will be the same as the basis of such assets in the hands of First National immediately prior to the Bank Merger. 17. The holding period of the First National assets in the hands of Meridian Bank will include the period during which such assets were held by First National. 18. No gain or loss will be recognized by Meridian, as the shareholder of First National, upon the constructive receipt of shares of Meridian Bank Common Stock in exchange for the First National Common Stock surrendered in exchange therefor in the Bank Merger. 19. The basis of the Meridian Bank Common Stock to be held by Meridian after the Bank Merger will equal the basis of such stock immediately before the Bank Merger, increased by the basis of the First National Common Stock surrendered in the constructive exchange. 20. As provided in IRC Section 381(c)(2) and related Treasury regulations, Meridian Bank will succeed to and take into account the earnings and profits, or deficit in earnings and profits, of First National as of the Effective Date of the Bank Merger. Any deficit in the earnings and profits of Meridian Bank or First National will be used only to offset the earnings and profits accumulated after the Bank Merger. 21. Pursuant to IRC Section 381(a) and related Treasury regulations, Meridian Bank will succeed to and take into account the items of First National described in IRC Section 381(c). Such items will be taken into account by Meridian Bank subject to the conditions and limitations of IRC Sections 381, 382, 383, and 384 and the Treasury regulations thereunder. Except as set forth above, we express no other opinion as to the tax consequences of the mergers and related transactions to any party under federal, state, local or foreign laws. Very truly yours, /s/ STEVENS & LEE EX-8.2 3 December 10, 1993 First Bath Corp. Main and Walnut Streets Bath, PA 18014 Re: Merger of First Bath Corp. with and into Meridian Bancorp, Inc. Ladies and Gentlemen: You have requested our opinion as to various federal income tax consequences of the proposed merger (the "Merger") of First Bath Corp., a Pennsylvania corporation ("FBC") with and into Meridian Bancorp, Inc., a Pennsylvania corporation ("Meridian") pursuant to an Agreement and Plan of Merger dated as of February 11, 1993 (the "Merger Agreement") by and between FBC and Meridian. The Merger Agreement provides, among other things, that Meridian will acquire all of the assets and business and assume all the liabilities of FBC. Upon the effective date of the Merger (the "Effective Date"), each share of FBC common stock ("FBC Common Stock") issued and outstanding immediately prior to the Effective Date (excluding shares held by persons who have asserted appraisal rights pursuant to the Pennsylvania Business Corporation Law) will be converted into the right to receive 1.45 shares of the common stock of Meridian ("Meridian Common Stock"), subject to possible adjustment as provided in Section 1.02(e) of the Merger Agreement. Such conversion will occur by virtue of the Merger and without any action on the part of the holders of FBC Common Stock. No fractional shares of Meridian Common Stock will be issued in connection with the Merger. In lieu thereof, shareholders of FBC will receive cash in an amount determined pursuant to Section 1.02(e) of the Merger Agreement. I. Basis for Opinion and Assumptions This opinion is being furnished pursuant to Section 5.01(i) of the Merger Agreement. In rendering our opinion, we have reviewed and we rely upon originals or copies, certified or otherwise identified to our satisfaction, of the following documents: (1) the Merger Agreement; (2) all exhibits to the Merger Agreement; and (3) the Registration Statement on Form S-4 filed by Meridian with the Securities and Exchange Commission and the accompanying prospectus and proxy statement dated August 10, 1993 (the "Registration Statement"). We have also reviewed such other documents and materials and such provisions of law as we have considered necessary or desirable for purposes of our opinion. The conclusions expressed herein are based upon the Internal Revenue Code of 1986, as amended (the "Code"), regulations promulgated thereunder, published rulings, and court decisions, all as in effect on the date of this letter. We caution that the Code, regulations, rulings, and court decisions are subject to change or to new interpretation, either prospectively or retroactively. As to certain factual matters material to our opinion contained herein, we have relied upon Certificates and other written statements of officers of Meridian and FBC, in each instance without further inquiry or investigation, and we have also relied upon and assumed the accuracy and truthfulness of the various representations and warranties made in the Merger Agreement and the Registration Statement by FBC and Meridian, without further inquiry or investigation. Subject to the foregoing, our assumptions are as follows: A. Following the Merger, Meridian will receive all of the assets of FBC and will continue the historic business of FBC. B. Except for the expenses of the proposed Merger, the liabilities of FBC to be assumed by Meridian pursuant to the Merger have been incurred in the ordinary course of FBC's business and are associated with the assets and business of FBC. C. The fair market value of the Meridian Common Stock received by FBC shareholders pursuant to the Merger (together with any cash received in lieu of fractional shares) will be approximately equal to the fair market value of the shares of FBC Common Stock exchanged therefor. D. Each of FBC, Meridian and the shareholders of FBC will pay their own expenses in connection with the proposed Merger. E. Management of FBC and Meridian are not aware of any present plan or intention on the part of any shareholders of FBC to dispose of any of the Meridian Common Stock received in the Merger, and Meridian has no present plan or intention to redeem or repurchase any such stock. II. Opinion Based upon and subject to the foregoing, it is our opinion that: 1. Except for any cash received in lieu of any fractional share, no gain or loss will be recognized by the shareholders of FBC who receive solely Meridian Common Stock in exchange for their shares of FBC Common Stock surrendered in the Merger; 2. The adjusted tax basis of the Meridian Common Stock (including any fractional share interest) received by the FBC shareholders in the Merger will be the same as the adjusted tax basis of the FBC Common Stock surrendered in exchange therefor; and 3. The holding period of the Meridian Common Stock (including any fractional share interest) received by the FBC shareholders in the Merger will include the period during which the FBC shareholders held their FBC Common Stock, provided the shares of Common Stock are held as a capital asset on the Effective Date. This opinion is rendered only to the addressee hereof and is intended solely for its benefit in connection with the transaction described above. This opinion may not be relied upon by such addressee or any other person or entity for any other purpose, or quoted or furnished to or relied upon by any other person, firm or corporation for any purpose without our prior written consent. We are not assuming any professional responsibility to any other person by rendering this opinion. The foregoing opinion is given as of the date hereof and no opinion is expressed as to the effect of any amendment to any document or any change in fact, circumstance or law. We disclaim any responsibility to inform the addressee hereof or any other entity or any such amendment or change which may come to our attention. Except as set forth above, we express no other opinion as to the tax consequences of the Merger and related transactions (including, without limitation, the proposed concurrent merger of First National Bank of Bath with and into Meridian Bank) as to any party under federal, state, local or foreign laws. Very truly yours, /s/ MONTGOMERY, McCRACKEN, WALKER & RHOADS -----END PRIVACY-ENHANCED MESSAGE-----