ALSTON&BIRD LLPRenasant Corp • April 3rd, 2015 • State commercial banks
You have requested our opinion regarding certain U.S. federal income tax consequences of the mergers contemplated by the Agreement and Plan of Merger, dated as of December 10, 2014 (the “Plan of Merger”), by and among Renasant Corporation, a Mississippi corporation (“Renasant Holding”), Renasant Bank, a Mississippi banking association and wholly owned subsidiary of Renasant (“Renasant Bank,” and collectively with Renasant Holding, “Renasant”), Heritage Financial Group, Inc., a Maryland corporation (“Heritage Holding”), HeritageBank of the South, a Georgia savings bank (“Heritage Bank,” and collectively with Heritage Holding, “Heritage”). Pursuant to the Plan of Merger, at the Effective Time, Heritage Holding will merge with and into Renasant Holding, with Renasant Holding as the surviving corporation (the “Merger”). Immediately following the Merger, and pursuant to the Plan of Merger, Heritage Bank will merge with and into Renasant Bank, with Renasant Bank as the surviving bank. All ca
