EX-8.2 5 a2238777zex-8_2.htm EX-8.2

Exhibit 8.2

 

Troutman Sanders LLP

875 Third Avenue

New York, New York 10022

 

troutman.com

 

 

May 10, 2019

 

Virginia Partners Bank

410 William Street

P.O. Box 8029

Fredericksburg, VA 22404

 

Form S-4 Registration Statement

 

Ladies and Gentlemen:

 

We have acted as counsel to Virginia Partners Bank (the “Operating Company”), a commercial bank chartered under the laws of Virginia in connection with the proposed exchange of shares (the “Share Exchange”) of the Operating Company for shares of Delmar Bancorp, a corporation organized under the laws of the State of Maryland (the “Parent”), pursuant to the terms and conditions of the Agreement and Plan of Share Exchange, dated as of December 13, 2018 (the “Agreement”), by and between the Operating Company and the Parent.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. At your request, and in connection with the filing of the Form S-4, including the proxy statement/prospectus forming a part thereof (the “S-4”), we are rendering our opinion concerning certain United States federal income tax matters.

 

In rendering our opinion set forth below, we have examined and relied upon, without independent investigation or verification, the accuracy and completeness of the facts, information, representations, covenants and agreements contained in the Agreement, the S-4, and such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. In addition, we have relied upon the accuracy and completeness of certain statements, representations, covenants and agreements made by the Operating Company and the Parent, including factual statements and representations set forth in the letters dated the date hereof from officers of the Operating Company and the Parent (the “Representation Letters”). For purposes of rendering our opinion, we have assumed that (i) the transaction will be consummated in accordance with the provisions of the Agreement and as described in the S-4 (and no transaction or condition described therein and affecting this opinion will be waived by any party to the Agreement), (ii) the statements concerning the transactions contemplated by the Agreement and the parties referred to in the Agreement, the S-4 and the Representation Letters are true, complete and correct, and will remain true, complete and correct at all times up to and including the Effective Time and thereafter (where relevant), (iii) any statements made in the Agreement, the S-4 or the Representation Letters regarding the “belief” of any person are true, complete and correct, and will remain true, complete and correct at all times up to and including the Effective Time and thereafter (where relevant) in each case as if made without such qualification, and (iv) the parties to the Agreement have complied with,

 

 

and, if applicable, will continue to comply with, their respective covenants and agreements contained in the Agreement. Our opinion assumes and is expressly conditioned on, among other things, the initial and continuing accuracy and completeness of the facts, information, representations, covenants and agreements set forth in the documents referred to in this paragraph.

 

Additionally, our opinion is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), regulations of the U.S. Department of the Treasury issued or proposed thereunder, published rulings and administrative guidance issued by the Internal Revenue Service, and judicial decisions, each as in effect on the date hereof.  Each of the aforementioned authorities is subject to change or new interpretation, possibly with retroactive effect, and any such changes or interpretations could affect the opinion provided herein.

 

Based upon and subject to the foregoing, we hereby confirm to you that, subject to the limitations, qualifications, exceptions and assumptions set forth herein and in the S-4, it is our opinion that:

 

1.              The Share Exchange will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

 

2.              The descriptions of the law and the legal conclusions contained in the S-4 under the caption “Material U.S. Federal Income Tax Consequences Relating to the Share Exchange” represent our legal opinion as to the material United States federal income tax consequences of the Share Exchange and are correct in all material respects.

 

This opinion relates solely to certain United States federal income tax consequences of the Share Exchange addressed herein and no opinion is expressed as to the tax consequences under any foreign, state, or local tax law or under any federal tax laws other than those pertaining to the income tax; additional issues may exist that could affect the United States federal tax treatment of the Share Exchange, and this opinion does not consider or provide a conclusion with respect to any additional issues.

 

This opinion is rendered only to the addressee hereto in connection with the Share Exchange and is solely for its benefit.  This opinion may not be relied upon by any other person or for any other purpose without our prior written consent.

 

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Form S-4 and to the references therein 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.

 

 

Very truly yours,

 

 

 

 

 

/s/ Troutman Sanders LLP

 

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