Common use of The Prospectus Clause in Contracts

The Prospectus. In addition, in rendering the opinions expressed in this letter, with your consent, we have assumed and relied upon, without independent investigation, the accuracy and completeness of the representations and warranties contained in the Merger Agreement as well as the Anchor Bancorp September 7, 2018 representations contained in the FS Bancorp Officer's Certificate dated September 7, 2018 and the Anchor Officer's Certificate dated September 7, 2018 (together, the "Officers' Certificates"). In rendering our opinion, we have assumed that (i) the Merger will be consummated in accordance with the provisions of the Merger Agreement, (ii) the representations and statements contained in the Merger Agreement were when made and will at all times remain true, accurate and complete, (iii) the parties have complied with, and if applicable will continue to comply with, the covenants contained in the Merger Agreement in all material respects, (iv) the statements as to factual matters contained in the Registration Statement and the Prospectus are and will remain at all times true, accurate and complete, (v) each of the representations in the Officers' Certificates is and will at all times remain true, accurate and complete, and (vi) any representation, warranty or statement made in any of the foregoing documents "to the knowledge" of (or similar type qualification) any person or party is correct without such qualification. We have assumed the genuineness of all signatures, the authenticity of documents and records submitted to us as originals, the conformity to the originals of all documents and records submitted to us as certified or reproduction copies, the legal capacity of all natural persons executing documents and records, and the completeness and accuracy as of the date of this letter of the information contained in such documents and records. Based upon and in reliance on the assumptions and representations contained or referenced herein and in the Registration Statement, and subject to the limitations and qualifications set forth herein and in the Registration Statement, (i) we are of the opinion that the Merger will qualify as a "reorganization" within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code") and that, assuming that the Merger so qualifies as a reorganization, FS Bancorp and Anchor will each be a party to such reorganization within the meaning of Code Section 368(b); and (ii) we confirm that the discussion in the Registration Statement under the heading "Material United States Federal Income Tax Consequences of the Merger," to the extent it constitutes legal conclusions, with respect to matters of United States federal income tax law, is our opinion as to the material United States federal income tax consequences of the Merger to U.S. holders (as such term is defined in the Registration Statement). We express no opinion as to whether the discussion in the Registration Statement under the heading "Material United States Federal Income Tax Consequences of the Merger" addresses all of the United Stated federal income tax consequences of the Merger that may be applicable to U.S. holders. The foregoing opinion is based on the provisions of the Code, Treasury Regulations promulgated under the Code, published revenue rulings and revenue procedures of the IRS, existing court decisions, and other authorities available, as of the date of this letter, and the application of those authorities to the facts disclosed in the Registration Statement, the Prospectus, the Merger Agreement and the Officers' Certificates. Future legislative or administrative changes or court Anchor Bancorp September 7, 2018 decisions, which may or may not be retroactive in application, or any change in facts from those upon which our opinions are based, may significantly modify the opinions set forth in this letter. It should be noted that no ruling has been sought from the IRS with respect to the federal income tax consequences of the Merger, and this letter is not binding on the IRS or any court. This opinion is delivered as of its date and we do not undertake to advise you or anyone else of any changes in the opinions expressed herein resulting from changes in law, changes in facts or any other matters that might occur hereafter or be brought to our attention that did not exist on the date hereof or of which we had no knowledge. We acknowledge that we are referred to in the Prospectus under the headings "Material United States Federal Income Tax Consequences of the Merger" and "Legal Matters" and, without admitting that our consent is required under Section 7 of the Securities Act, we consent to that use of our name and to the filing of this opinion as an exhibit to the Registration Statement. This opinion is being furnished in accordance with the requirements of Item 601(b)(8) of the Regulation S-K promulgated under the Securities Act, and we express no opinion as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein. This opinion is to be used only in connection with the Registration Statement. This opinion is for your benefit and may only be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. Very truly yours, /s/Xxxxx X. Xxxx, P.C.

The Prospectus. In addition, in rendering the opinions expressed in this letter, with your consent, we have assumed and relied upon, without independent investigation, the accuracy and completeness of the representations and warranties contained in the Merger Agreement as well as the Anchor Bancorp September 7, 2018 representations contained in the FS Bancorp BayCom Officer's ’s Certificate dated September 7March 22, 2018 2019 and the Anchor Uniti Officer's ’s Certificate dated September 7March 22, 2018 2019 (together, the "“Officers' ’ Certificates"”). BayCom Corp March 22, 2019 In rendering our opinion, we have assumed that (i) the Merger will be consummated in accordance with the provisions of the Merger Agreement, (ii) the representations and statements contained in the Merger Agreement were when made and will at all times remain true, accurate and complete, (iii) the parties have complied with, and if applicable will continue to comply with, the covenants contained in the Merger Agreement in all material respects, (iv) the statements as to factual matters contained in the Registration Statement and the Prospectus are and will remain at all times true, accurate and complete, (v) each of the representations in the Officers' ’ Certificates is as of the date thereof and will at all times remain true, accurate and complete, and (vi) any representation, warranty or statement made in any of the foregoing documents "“to the knowledge" of ” (or similar type qualification) of any person or party is correct without such qualification. We have assumed the genuineness of all signatures, the authenticity of documents and records submitted to us as originals, the conformity to the originals of all documents and records submitted to us as certified or reproduction copies, the legal capacity of all natural persons executing documents and records, and the completeness and accuracy as of the date of this letter of the information contained in such documents and records. Based upon and in reliance on the assumptions and representations contained or referenced herein and in the Registration Statement, and subject to the limitations and qualifications set forth herein and in the Registration Statement, (i) we are of the opinion that the Merger will qualify as a "“reorganization" ” within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "“Code") ”), and that, assuming that the Merger so qualifies as a reorganization, FS Bancorp BayCom and Anchor Uniti will each be a party to such reorganization within the meaning of Code Section 368(b); and (ii) we confirm that the discussion in the Registration Statement under the heading "“Material United States Federal Income Tax Consequences of the Merger," ” to the extent it constitutes legal conclusions, with respect to matters of United States federal income tax law, is our opinion as to the material United States federal income tax consequences of the Merger to U.S. holders (as such term is defined in the Registration Statement)) of Uniti Common Stock. We express no opinion as to whether the discussion in the Registration Statement under the heading "“Material United States Federal Income Tax Consequences of the Merger" ” addresses all of the United Stated States federal income tax consequences of the Merger that may be applicable to U.S. holdersholders of Uniti Common Stock. The foregoing opinion is based on the provisions of the Code, Treasury Regulations promulgated under the Code, published revenue rulings and revenue procedures of the IRS, existing court decisions, and other authorities available, as of the date of this letter, and the application of those authorities to the facts disclosed in the Registration Statement, the Prospectus, the Merger Agreement and the Officers' ’ Certificates. Future legislative or administrative changes or court Anchor Bancorp September 7, 2018 decisions, which may or may not be retroactive in application, or any change in facts from those upon which our opinions are based, may significantly modify the opinions set forth in this letter. It should be noted that no ruling has been sought from the IRS with respect to the federal income tax consequences of the Merger, and this letter is not binding on the IRS or any court. BayCom Corp March 22, 2019 This opinion is delivered as of its date and we do not undertake to advise you or anyone else of any changes in the opinions expressed herein resulting from changes in law, changes in facts or any other matters that might occur hereafter or be brought to our attention that did not exist on the date hereof or of which we had no knowledge. We acknowledge that we are referred to in the Prospectus under the headings "“Material United States Federal Income Tax Consequences of the Merger" ” and "“Legal Matters" ” and, without admitting that our consent is required under Section 7 of the Securities Act, we consent to that use of our name and to the filing of this opinion as an exhibit to the Registration Statement. This opinion is being furnished in accordance with the requirements of Item 601(b)(8) of the Regulation S-K promulgated under the Securities Act, and we express no opinion as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein. This opinion is to be used only in connection with the Registration Statement. This opinion is for your benefit and may only be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. Very truly yours, /s/Xxxxx X. Xxxx/s/ Silver, P.C.Fxxxxxxx, Txxx & Txxxxxx LLP

The Prospectus. In addition, in rendering the opinions expressed in this letter, with your consent, we have assumed relied upon the representations, warranties and relied upon, without independent investigation, the accuracy and completeness of the representations and warranties covenants contained in the Merger Agreement as well as and the Anchor Bancorp September 7, 2018 representations contained in the FS Bancorp Heritage Officer's Certificate dated September 7April 12, 2018 and the Anchor Heritage Financial Corporation April 18, 2018 Premier Commercial Officer's Certificate dated September 7April 13, 2018 (together, the "Officers' Certificates"). We have not independently verified any of the representations contained in the Officers' Certificates. In rendering our opinionopinions, we have assumed that (i) the Merger will be consummated in accordance with the provisions of the Merger Agreement, (ii) the representations and statements contained in the Merger Agreement were when made and will at all times remain true, accurate and complete, (iii) the parties have complied with, and if applicable will continue to comply with, the covenants contained in the Merger Agreement in all material respects, (iv) the statements as to factual matters contained in the Registration Statement and the Prospectus are and will remain at all times true, accurate and complete, and (v) each of the representations in the Officers' Certificates is and will at all times remain true, accurate and complete, and (vi) any representation, warranty or statement made in any of the foregoing documents "to the knowledge" of (or similar type qualification) any person or party is correct without such qualification. We have assumed the genuineness of all signatures, the authenticity of documents and records submitted to us as originals, the conformity to the originals of all documents and records submitted to us as certified or reproduction copies, the legal capacity of all natural persons executing documents and records, and the completeness and accuracy as of the date of this letter of the information contained in such documents and records. Based upon and in reliance on the assumptions and representations contained or referenced herein and in the Registration Statementupon, and subject to to, the limitations foregoing and the qualifications set forth herein and in the Registration Statementherein, (i) we are of the opinion that the Merger will qualify as a "reorganization" within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code") and that, assuming that the Merger so qualifies as a reorganization, FS Bancorp Heritage and Anchor Premier Commercial will each be a party to such reorganization within the meaning of Code Section 368(b)) of the Code; and (ii) we confirm that the discussion in the Registration Statement Prospectus under the heading "Material United States Federal Income Tax Consequences of the Merger," to the extent it constitutes consists of statements of law and legal conclusions, with respect and subject to matters of United States federal income tax lawthe limitations and conditions set forth herein and therein, is represents our opinion as to the material United States federal income tax consequences of the Merger to U.S. holders (as such term is defined in the Registration StatementProspectus). We express no opinion as to whether the discussion in the Registration Statement under the heading "Material United States Federal Income Tax Consequences of the Merger" addresses all of the United Stated federal income tax consequences of the Merger that may be applicable to U.S. holders. The foregoing opinion is opinions are based on the provisions of the Code, Treasury Regulations promulgated under the Code, published revenue rulings and revenue procedures of the Internal Revenue Service (the "IRS"), existing court decisions, and other authorities available, as of the date of this letter, and the application of those authorities to the facts disclosed in the Registration Statement, the Prospectus, the Merger Agreement and the Officers' Certificates. Future legislative or administrative changes or court Anchor Bancorp September 7, 2018 decisions, which may or may not be retroactive in application, or any change in facts from those upon which our opinions are based, may significantly modify the opinions set forth in this letter. It should be noted that no ruling has been sought from the IRS with respect to the United States federal income tax consequences of the Merger, and this letter is not binding on the IRS or any court. Heritage Financial Corporation April 18, 2018 This opinion letter is delivered as of its date and we do not undertake to advise you or anyone else of any changes in the opinions expressed herein resulting from changes in law, changes in facts or any other matters that hereafter might occur hereafter or be brought to our attention that did not exist on the date hereof or of which we had no knowledge. We acknowledge that we are referred to in the Registration Statement and the Prospectus under the headings "Material United States Federal Income Tax Consequences of the Merger" and "Legal Matters" and, without admitting that our consent is required under Section 7 of the Securities Act, we consent to that use of our name and to the filing of this opinion letter as an exhibit to the Registration Statement. This opinion is being furnished in accordance with the requirements of Item 601(b)(8) of the Regulation S-K promulgated under the Securities Act, and we express no opinion as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein. This opinion is to be used only in connection with the Registration Statement. This opinion is for your benefit and may only be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. Very truly yours, /s/Xxxxx X. Xxxx, P.C.

The Prospectus. In addition, in rendering the opinions expressed in this letter, with your consent, we have assumed and relied upon, without independent investigation, the accuracy and completeness of the representations and warranties contained in the Merger Agreement as well as the Anchor Bancorp September 7, 2018 representations contained in the FS Bancorp BayCom Officer's ’s Certificate dated September 7October 18, 2018 2021 and the Anchor PEB Officer's ’s Certificate dated September 7October 18, 2018 2021 (together, the "“Officers' ’ Certificates"”). In rendering our opinion, we have assumed with your permission and without independent verification or inquiry that (i) the Merger will be consummated in accordance with the provisions of the Merger Agreement, (ii) the representations and statements contained in the Merger Agreement were when made and will at all times remain true, accurate and complete, (iii) the parties have complied with, and if applicable will continue to comply with, the covenants contained in the Merger Agreement in all material respects, (iv) the statements as to factual matters contained in the Registration Statement and the Prospectus are and will remain at all times true, accurate and complete, (v) each of the representations in the Officers' ’ Certificates is true, accurate and complete as of the date thereof and will at all times remain true, accurate and complete, and (vi) any representation, warranty or statement made in any of the foregoing documents "“to the knowledge" of ” (or similar type qualification) of any person or party is correct without such qualification. We have assumed the genuineness of all signatures, the authenticity of documents and records submitted to us as originals, the conformity to the originals of all documents and records submitted to us as certified or reproduction copies, the legal capacity of all natural persons executing documents and records, and the completeness and accuracy as of the date of this letter of the information contained in such documents and records. Based upon and in reliance on the assumptions and representations contained or referenced herein and herein, as well as those contained in the Merger Agreement or in the Registration Statement, and subject to the limitations and qualifications set forth herein and herein, in the Merger Agreement or in the Registration Statement, (i) we are of the opinion that the Merger will qualify as a "“reorganization" ” within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "“Code") ”), and that, assuming that the Merger so qualifies as a reorganization, FS Bancorp BayCom and Anchor PEB will each be a party to such the reorganization within the meaning of Code Section 368(b); and (ii) we confirm that the discussion in the Registration Statement under the heading "“Material United States Federal Income Tax Consequences of the Merger," ” to the extent it constitutes legal conclusions, conclusions with respect to matters of United States federal income tax law, is our opinion as to the material United States federal income tax consequences of the Merger to U.S. holders (as such term is defined in the Registration Statement)) of PEB Common Stock. We express no opinion as to whether the discussion in the Registration Statement under the heading "“Material United States Federal Income Tax Consequences of the Merger" ” addresses all of the United Stated States federal income tax consequences of the Merger that may be applicable to U.S. holdersholders of PEB Common Stock. The foregoing opinion is based on the provisions of the Code, Treasury Regulations promulgated under the Code, published revenue rulings and revenue procedures of the IRS, existing court decisions, and other authorities available, as of the date of this letter, and the application of those authorities to the facts disclosed in the Registration Statement, the Prospectus, the Merger Agreement and the Officers' ’ Certificates. Future legislative or administrative changes or court Anchor Bancorp September 7, 2018 decisions, which may or may not be retroactive in application, or any change in facts from those upon which our opinions are based, may significantly modify the opinions set forth in this letter. It should be noted that no ruling has been sought from the IRS with respect to the federal income tax consequences of the Merger, and this letter is not binding on the IRS or any court. This opinion is delivered as of its date and we do not undertake to advise you or anyone else of any changes in the opinions expressed herein resulting from changes in law, changes in facts or any other matters that might occur hereafter or be brought to our attention that did not exist on the date hereof or of which we had no knowledge. We acknowledge that we are referred to in the Prospectus under the headings "“Material United States Federal Income Tax Consequences of the Merger" ” and "“Legal Matters" ” and, without admitting that our consent is required under Section 7 of the Securities Act, we consent to that use of our name and to the filing of this opinion as an exhibit to the Registration Statement. This opinion is being furnished in accordance with the requirements of Item 601(b)(8) of the Regulation S-K promulgated under the Securities Act, and we express no opinion as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein. This opinion is to be used only in connection with the Registration Statement. This opinion is for your benefit and may only be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. Very truly yours, /s/Xxxxx X. Xxxx/s/ Silver, P.C.Fxxxxxxx, Txxx & Txxxxxx LLP

The Prospectus. In addition, in rendering the opinions expressed in this letter, with your consent, we have assumed and relied upon, without independent investigation, the accuracy and completeness of the representations and warranties contained in the Merger Agreement as well as the Anchor Bancorp September 7, 2018 representations contained in the FS Bancorp BayCom Officer's ’s Certificate dated September 7July 25, 2018 2019 and the Anchor TIG Officer's ’s Certificate dated September 7July 25, 2018 2019 (together, the "“Officers' ’ Certificates"”). BayCom Corp July 25, 2019 In rendering our opinion, we have assumed with your permission and without independent verification or inquiry that (i) the Merger will be consummated in accordance with the provisions of the Merger Agreement, (ii) the representations and statements contained in the Merger Agreement were when made and will at all times remain true, accurate and complete, (iii) the parties have complied with, and if applicable will continue to comply with, the covenants contained in the Merger Agreement in all material respects, (iv) the statements as to factual matters contained in the Registration Statement and the Prospectus are and will remain at all times true, accurate and complete, (v) each of the representations in the Officers' ’ Certificates is as of the date thereof and will at all times remain true, accurate and complete, and (vi) any representation, warranty or statement made in any of the foregoing documents "“to the knowledge" of ” (or similar type qualification) of any person or party is correct without such qualification. We have assumed the genuineness of all signatures, the authenticity of documents and records submitted to us as originals, the conformity to the originals of all documents and records submitted to us as certified or reproduction copies, the legal capacity of all natural persons executing documents and records, and the completeness and accuracy as of the date of this letter of the information contained in such documents and records. Based upon and in reliance on the assumptions and representations contained or referenced herein and herein, as well as those contained in the Merger Agreement or in the Registration Statement, and subject to the limitations and qualifications set forth herein and herein, in the Merger Agreement or in the Registration Statement, (i) we are of the opinion that the Merger will qualify as a "“reorganization" ” within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "“Code") ”), and that, assuming that the Merger so qualifies as a reorganization, FS Bancorp BayCom and Anchor TIG will each be a party to such the reorganization within the meaning of Code Section 368(b); and (ii) we confirm that the discussion in the Registration Statement under the heading "“Material United States Federal Income Tax Consequences of the Merger," ” to the extent it constitutes legal conclusions, conclusions with respect to matters of United States federal income tax law, is our opinion as to the material United States federal income tax consequences of the Merger to U.S. holders (as such term is defined in the Registration Statement)) of TIG Common Stock. We express no opinion as to whether the discussion in the Registration Statement under the heading "“Material United States Federal Income Tax Consequences of the Merger" ” addresses all of the United Stated States federal income tax consequences of the Merger that may be applicable to U.S. holdersholders of TIG Common Stock. The foregoing opinion is based on the provisions of the Code, Treasury Regulations promulgated under the Code, published revenue rulings and revenue procedures of the IRS, existing court decisions, and other authorities available, as of the date of this letter, and the application of those authorities to the facts disclosed in the Registration Statement, the Prospectus, the Merger Agreement and the Officers' ’ Certificates. Future legislative or administrative changes or court Anchor Bancorp September 7, 2018 decisions, which may or may not be retroactive in application, or any change in facts from those upon which our opinions are based, may significantly modify the opinions set forth in this letter. It should be noted that no ruling has been sought from the IRS with respect to the federal income tax consequences of the Merger, and this letter is not binding on the IRS or any court. BayCom Corp July 25, 2019 This opinion is delivered as of its date and we do not undertake to advise you or anyone else of any changes in the opinions expressed herein resulting from changes in law, changes in facts or any other matters that might occur hereafter or be brought to our attention that did not exist on the date hereof or of which we had no knowledge. We acknowledge that we are referred to in the Prospectus under the headings "“Material United States Federal Income Tax Consequences of the Merger" ” and "“Legal Matters" ” and, without admitting that our consent is required under Section 7 of the Securities Act, we consent to that use of our name and to the filing of this opinion as an exhibit to the Registration Statement. This opinion is being furnished in accordance with the requirements of Item 601(b)(8) of the Regulation S-K promulgated under the Securities Act, and we express no opinion as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein. This opinion is to be used only in connection with the Registration Statement. This opinion is for your benefit and may only be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. Very truly yours, /s/Xxxxx X. Xxxx/s/ Silver, P.C.Fxxxxxxx, Txxx & Txxxxxx LLP SILVER, FXXXXXXX, TAFF & TXXXXXX LLP