October 10, 2013SGH Holdco Inc. • October 11th, 2013
This opinion letter is being delivered to you in connection with the proposed agreement and plan of merger (the “Proposed Agreement”) by and among Signature Group Holdings, Inc., a Nevada corporation (the “Company”), SGH Holdco, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Holdings”), and Merger Sub, a Delaware limited liability company and wholly-owned subsidiary of Holdings (“Merger Sub”). Under the terms of the Proposed Agreement, the Company will merge with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of Holdings (the “Reincorporation”). The Reincorporation is described in the Form S-4 Registration Statement of the Company filed with the Securities and Exchange Commission on October [*], 2013 (the “Registration Statement”), which includes the Proxy Statement/Prospectus of the Company. Unless otherwise indicated, any capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the
November 12, 2013SGH Holdco Inc. • November 13th, 2013 • Wholesale-electrical apparatus & equipment, wiring supplies
This opinion letter is being delivered to you in connection with the proposed agreement and plan of merger (the “Proposed Agreement”) by and among Signature Group Holdings, Inc., a Nevada corporation (the “Company”), SGH Holdco, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Holdings”), and Merger Sub, a Delaware limited liability company and wholly-owned subsidiary of Holdings (“Merger Sub”). Under the terms of the Proposed Agreement, the Company will merge with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of Holdings (the “Reincorporation”). The Reincorporation is described in the Form S-4 Registration Statement of the Company filed with the Securities and Exchange Commission on October 11, 2013 (the “Registration Statement”), which includes the Proxy Statement/Prospectus of the Company. Unless otherwise indicated, any capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the R
