Re: Agreement and Plan of Merger by and between Coastal Banking Company, Inc., and First Avenue National BankCoastal Banking Co Inc • February 23rd, 2016 • National commercial banks
We have acted as counsel to Coastal Banking Company, Inc., a South Carolina corporation (“Coastal”), in connection with the Merger, as defined and described in the Agreement and Plan of Merger dated as of November 20, 2015 (the “Merger Agreement”) by and between Coastal and First Avenue National Bank, a bank organized under the laws of the United States (“First Avenue”). As set forth in the Merger Agreement, the parties intend the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and intend for the Merger Agreement to constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code. Unless otherwise indicated, each capitalized term has the meaning ascribed to it in the Merger Agreement. This opinion is being delivered in connection with the preparation of Coastal’s Offering Statement on Form 1-A that is being filed herewith (the “Offering Statement”) with the Securities and Exchange Commission (the “Commission”) under the Sec
