Exhibit 5.1

 

		NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW
		2 West Washington Street | Fourth Floor Greenville, SC 29601 T 864.250.2300 F 864.232.2925 nelsonmullins.com

 

July 1, 2022

 

United Community Banks, Inc.

2 West Washington Street, Suite 700

Greenville, South Carolina 29601

 

Re: Registration Statement on Form S-4/A

 

Ladies and Gentlemen:

 

We have acted as counsel to United Community Banks, Inc., a Georgia corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-4/A (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933 (the “Act”), relating to the registration of 9,335,761 shares of the Company’s common stock, par value $1.00 per share (the “Shares”), which may be issued in connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 3, 2022, by and between the Company and Progress Financial Corporation, an Alabama corporation (“Progress”). This opinion is furnished pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the Act.

 

In connection with this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, including the proxy statement of Progress and the prospectus of the Company contained therein, (ii) the Merger Agreement, and (iii) other such records, agreements and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed.

 

As to certain factual matters relevant to this opinion letter, we have relied conclusively upon the representations and warranties made in the Merger Agreement by the parties thereto, upon representations of officers of the Company, and originals or copies, certified or otherwise identified to our satisfaction, of such other records, agreements, documents and instruments, including certificates or comparable documents of the Company and of public officials, as we have deemed appropriate as a basis for the opinion hereinafter set forth. Except to the extent expressly set forth herein, we have made no independent investigations with regard to matters of fact, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification.

 

 

 

 

United Community Banks, Inc.

Page 2

 

Furthermore, in rendering this opinion, we have assumed that the Company and Progress will each comply with their respective covenants set forth in the Merger Agreement, the valid receipt of Progress stockholder votes required under the Alabama Business Corporation Law to adopt the Merger Agreement, and the satisfaction of all closing conditions in the Merger Agreement. We have also assumed, without verification, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity of copies submitted to us with the original documents to which such copies relate and the legal capacity of all individuals executing any of the foregoing documents.

 

Based on and subject to the foregoing and to the additional qualifications set forth below, it is our opinion that the Shares that are being offered and sold by the Company pursuant to the Registration Statement, when issued by the Company as contemplated by the Registration Statement, will be validly issued, fully paid, and nonassessable.

 

We are expressing no opinion as to any obligations that parties other than the Company may have under or in respect of the Shares or as to the effect that their performance of such obligations may have upon any of the matters referred to above.

 

We hereby consent to the reference to our firm in the Registration Statement under the heading “Legal Matters” and to the filing of this opinion as an exhibit to the Registration Statement. The consent shall not be deemed to be an admission that this firm is within the category of persons whose consent is required under Section 7 of the Act or the regulations promulgated pursuant to the Act. This opinion is provided for use in connection with the Registration Statement and may not be relied upon for any other purpose or in connection with any other matters.

 

Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws other than the Georgia Business Corporation Code (including the statutory provisions, all applicable provisions of the State of Georgia and reported judicial decisions interpreting those laws).

 

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance and sale of the Shares.

 

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the Georgia Business Corporation Code be changed by legislative action, judicial decision or otherwise.

 

	Very truly yours,

/s/ NELSON MULLINS RILEY & SCARBOROUGH, LLP

 

 

Exhibit 8.1

 

		NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW
		301 South College Street | Twenty-Third Floor Charlotte, NC 28202 T 704.417.3000 F 704.377.4814 nelsonmullins.com

 

July 1, 2020

 

United Community Banks, Inc.

125 Highway 515 East

Blairsville, Georgia 30512

 

	Re:	United Community Banks, Inc.
		Tax Opinion

 

Ladies and Gentlemen:

 

We have acted as counsel to United Community Banks, Inc., a Georgia corporation (“United”), in connection with the merger, as described in the Agreement and Plan of Merger, dated as of May 3, 2022, as such agreement may be modified from time to time (the “Merger Agreement”), by and between United and Progress Financial Corporation, a Tennessee corporation (“Progress”). Pursuant to the Merger Agreement, Progress will merge with and into United, with United as the surviving corporation (the “Merger”). The time at which the Merger becomes effective is hereafter referred to as the “Effective Time.” This opinion is rendered to you in connection with the filing of the Registration Statement (as defined below) and in accordance with the requirements of Item 601(b)(8) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). For purposes of this opinion, capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement.

 

We have examined (a) the Merger Agreement, (b) the registration statement on Form S-4 (the “Registration Statement”), which includes the proxy statement of Progress and prospectus of United, filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act, and (c) the representation letters of United and Progress delivered to us in connection with this opinion (the “Representation Letters”). In addition, we have examined, and relied as to matters of fact upon, originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and made such other inquiries as we have deemed necessary or appropriate to enable us to render the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

 

In rendering this opinion, we have assumed, with your permission, that (a) the Merger will be effected in accordance with the provisions of the Merger Agreement, (b) the statements concerning the Merger set forth in the Merger Agreement and the Registration Statement are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, (c) the representations made by United and Progress in their respective Representation Letters are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, (d) any representations made in the Merger Agreement or the Representation Letters “to the knowledge of”, or based on the belief of United and Progress or similarly qualified are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, in each case without such qualification, and (e) the Merger will be reported by United and Progress on their respective federal income tax returns in a manner consistent with the opinion set forth herein. We have also assumed that the parties have complied with and, if applicable, will continue to comply with, the covenants contained in the Merger Agreement.

 

 

United Community Banks, Inc.

July 1, 2022

Page 2

 

Our opinion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations issued thereunder, Internal Revenue Service pronouncements, rulings and administrative guidance and judicial decisions, all as in effect on the date hereof. These authorities are subject to change and any such change may be applied retroactively, and we can provide no assurance as to the effect that any change may have on the opinion that we have expressed below. An opinion of counsel is not binding on the Internal Revenue Service or the courts, and there can be no assurance that the Internal Revenue Service or a court would not take a contrary position with respect to the conclusion set forth below.

 

Based upon the forgoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that (i) the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (ii) the discussion in the section of the Registration Statement entitled “Material U.S. Federal Income Tax Consequences of the Merger”, insofar as it addresses the material U.S. federal income tax consequences to U.S. Holders (as such term is defined in the Registration Statement) of the Merger, is accurate in all material respects.

 

We express our opinion herein only as to those matters specifically set forth above and no opinion should be inferred as to the tax consequences of the Merger under any state, local or foreign law, or with respect to other areas of United States federal taxation. We do not express any opinion herein concerning any law other than the federal income tax law of the United States.

 

This opinion is only being furnished to United in connection with the Merger as described in the Merger Agreement and the Registration Statement, and is solely for its benefit in connection therewith and may not be used or relied upon for any other purpose, and may not be circulated, quoted, or otherwise referenced for any purpose whatsoever without our express written consent.

 

We hereby consent to the inclusion of this opinion letter as Exhibit 8.1 to the Registration Statement and to the references to our firm under the heading “Material U.S. Federal Income Tax Considerations” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

	Very truly yours,
	/s/ NELSON MULLINS RILEY & SCARBOROUGH LLP

 

 

Exhibit 8.2

 

 

July 1, 2022

 

Progress Financial Corporation

201 Williams Avenue, SQ

Huntsville, AL 35801

 

Re:

Agreement and Plan of Merger dated as of May 3, 2022 (the ”Agreement”) by and between Progress Financial Corporation (“Progress” or the “Company”) and United Community Banks, Inc. (“UCBI” or “United”), which provides for the merger of Progress with and into UCBI (the “Merger”)

 

Ladies and Gentlemen:

 

This letter is in response to your request pursuant to Section 7.3(c) of the Agreement that we provide you with our opinion with respect to certain of the federal income tax consequences of the consummation of the transactions set forth in the Agreement. Specifically, you have requested us to opine that the Merger will constitute a “tax-free” reorganization within the meaning of Section 368 of the Code.¹ In rendering this opinion, we have relied upon the facts presented to us in (i) the Agreement and (ii) the Proxy Statement-Prospectus of Progress and UCBI filed with the Securities and Exchange Commission as part of UCBI’s Registration Statement on Form S-4, including the exhibits thereto (the “Proxy Statement-Prospectus”). Additionally, we have relied upon the representations of management of Progress and representations of management of UCBI set forth in certificates of officers of those entities (collectively, the “Certificates”) (the Agreement, Certificates and any other documents and records as the undersigned has deemed necessary in order to enable the undersigned to render the opinions expressed below, are collectively referred to herein as the “Documents”).

 

In rendering the opinions expressed below, we have assumed, without any independent investigation or verification of any kind, that all of the information as to factual matters contained in the Documents is true, correct, and complete. Any inaccuracy with respect to factual matters contained in the Documents or incompleteness in our understanding of the facts could alter the conclusions reached in this opinion.

 

¹ Unless otherwise specified, all section references herein are to the Internal Revenue Code of 1986, as amended (the “Code”), and the treasury regulations promulgated thereunder (the “Regulations”).

 

 

Progress Financial Corporation

Page 2

 

In addition, for purposes of rendering the opinions expressed below, we have assumed, with your permission, that (i) all signatures on all Documents reviewed by us are genuine, (ii) all Documents submitted to us as originals are true and correct, (iii) all Documents submitted to us as copies are true and correct copies of the originals thereof, (iv) each natural person signing any Document reviewed by us had the legal capacity to do so, (v) the Merger and the transactions contemplated in the Agreement will be effected in accordance with the terms thereof, and (vi) the Merger will be reported by Progress or UCBI on their respective federal income tax returns in a manner consistent with the opinion set forth below.

 

Finally, we have assumed that the representations contained in the Certificates are accurate and complete and will be accurate and complete as of the Effective Time of the Merger and that all such representations made to the knowledge of any person or entity or with similar qualifications are and will be true and correct as if made without such qualifications. Capitalized terms used and not defined herein have the meaning given to them in the Agreement.

 

PROPOSED TRANSACTION

 

Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows:

 

UCBI is a banking holding company under the laws of the United States. Incorporated under the laws of the State of Georgia, UCBI is the parent company of one or more subsidiaries including United Community Bank, a South Carolina state-chartered bank and wholly-owned subsidiary of UCBI (“UCBI Bank”). UCBI specializes in personalized community banking services for individuals, small businesses and companies throughout its geographic footprint, including in Florida under the brand Seaside Bank and Trust. Services include a full range of consumer and commercial banking products, including mortgage, advisory, treasury management and wealth management.

 

Progress is an Alabama corporation based in Huntsville, Alabama and is the parent company of one or more subsidiaries including Progress Bank and Trust, an Alabama state-charted bank and wholly-owned subsidiary of the Company (“Company Bank”) providing banking and other financial institution services to its customers.

 

The purpose of the Merger is to enable UCBI to acquire the assets and business of Progress through the merger of Progress with and into UCBI. Immediately upon the Effective Time, Progress’s corporate existence will cease, UCBI will be the surviving corporation and as a result, UCBI will succeed to all of the assets and liabilities of Progress. After the Merger, the operations and business of Progress will be continued by UCBI. Immediately after the Merger, Company Bank will be merged with and into UCBI Bank, with UCBI Bank being the surviving subsidiary bank of UCBI. UCBI and Progress have represented in the Certificates that each has a significant business purpose for the Merger.

 

By virtue of the Merger, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, except for shares of Company Common Stock owned by the Company as treasury stock or owned by the Company or Parent (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) and except for Dissenting Shares, shall be converted into the right to receive 0.770 validly issued, fully paid, and nonassessable shares of Parent Common Stock.

 

 

Progress Financial Corporation

Page 3

 

All of the shares of Company Common Stock converted into the right to receive Parent Common Stock pursuant to Article 1 shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each Certificate previously representing any such shares of Company Common Stock shall thereafter represent only the right to receive (i) a certificate representing the number of whole shares of Parent Common Stock which such shares of Company Common Stock have been converted into the right to receive, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Certificate have been converted into the right to receive pursuant to Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) upon surrendered in accordance with Section 2.2, without any interest thereon. If, prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Exchange Ratio.

 

Shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised dissenters’ rights in respect of such shares in accordance with Sections 10A-2A-12.01, et seq. shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of such consideration as may be determined to be due in accordance with the Appraisal Statutes; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to dissent pursuant to the Appraisal Statutes, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Appraisal Statutes, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.5(a).

 

At the Effective Time, each award in respect of a share of Company Common Stock subject to vesting, repurchase or other lapse restriction granted under the Progress Financial Corporation 2016 Equity Incentive Plan that is outstanding immediately prior to the Effective Time shall vest and be cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying such Company Restricted Stock Award. The Surviving Corporation shall issue the consideration described in Section 1.7(a) (together with any accrued but unpaid dividends corresponding to the Company Restricted Stock Awards that vest in accordance with Section 1.7(a)), less applicable tax withholdings.

 

Prior to the Effective Time, each holder of an option to acquire shares of Company Common Stock issued pursuant to the Company Equity Plan, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time, shall have the ability to deliver to Parent, at least five (5) days prior to the Closing Date, a Stock Option Cash-Out Agreement, which shall be in form and substance reasonably acceptable to Parent, whereby such Company Option shall be cancelled and converted automatically into the right to receive a cash payment from Parent equal to the product of (i) the excess, if any, of (A) the product of (x) the Exchange Ratio, multiplied by (y) the closing sale price of Parent Common Stock on the full trading day immediately preceding the Closing Date as reported on the NASDAQ, over (B) the exercise price of each such Company Option, multiplied by (ii) the number of shares of Company Common Stock subject to such Company Option.

 

 

Progress Financial Corporation

Page 4

 

Notwithstanding Section 1.7(b), the number of Company Options converted into a right to receive the Option Cash-Out Amount shall not exceed twenty-five percent (25%) of the total number of Company Options outstanding as of immediately prior to the Effective Time. If holders of Company Options deliver Option Cash-Out Agreements that represent an aggregate number of Company Options that exceeds the Option Cash-Out Limit, then immediately prior to the Effective Time, each Option Cash-Out Agreement shall, without any further action on the part of the holder of the underlying Company Options, be automatically amended to entitle such holder to (i) receive a cash payment from Parent equal to the product of (A) the Option Cash-Out Amount multiplied by (B) the quotient of (x) the Option Cash-Out Limited divided by (y) the total number of Company Options subject to Option Cash-Out Agreements and (ii) retain and have assumed by Parent pursuant to Section 1.7(d) the Company Options which are not converted into the right to receive a cash payment from Parent as a result of the number of Company Options subject to Option Cash-Out Agreements exceeding the Option Cash-Out Limit.

 

As of the Effective Time, each outstanding Company Option other than any company Option cancelled in exchange for cash pursuant to Section 1.7(c), shall be assumed by Parent substantially in accordance with the Company Equity Plan. From and after the Effective Time, (i) each Assumed Option may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to such Assumed Option shall be equal to (A) the number of shares of Company Common Stock subject to such Assumed Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio (rounded down to the nearest whole number), and (iii) the per share exercise price under each such Company Option shall be adjusted to equal the quotient of (x) the exercise price per share of such Company Option immediately prior to the Effective Time divided by (y) the Exchange Ratio (round up to the nearest whole cent). It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a “modification” as defined in Section 424 of the Code, as to any stock option which is an “incentive stock option”.

 

LAW

 

A.                 Statutory Requirements of “A” Reorganization

 

Section 368(a)(1) of the Code defines “reorganization” to include several different types of transactions. An “A” reorganization is defined as a “statutory merger or consolidation.”²  The Regulations generally provide that a statutory merger or consolidation is a transaction effected pursuant to a statute in which, as a result of the operation of such statute, all of the assets and liabilities of the transferor combining unit (i.e., the target corporation) become the assets and liabilities of one or more members of the transferee combining unit (i.e., the acquiring corporation and its subsidiaries), and the target corporation ceases its separate legal existence.³

 

² Code § 368(a)(1)(A).

 

3

Treas. Reg. § 1.368-2(b)(1)(ii).

 

 

Progress Financial Corporation

Page 5

 

B.                 Applicable Judicial Doctrines

 

In addition to the statutory requirements discussed above, three judicial doctrines must be satisfied to qualify for income non-recognition treatment under Section 368(a): (i) continuity of interest (“COI”), (ii) business purpose, and (iii) continuity of business enterprise (“COBE”). COI requires a substantial part of the value of the proprietary interests in the target corporation to be preserved in the reorganization.⁴ In general, COI exists if the target’s shareholders receive consideration for their target stock that is at least 40% equity by value.⁵ The business purpose doctrine requires the reorganization to be in furtherance of a bona fide business purpose other than the avoidance of tax.⁶  COBE exists if the acquiring corporation either (a) continues the target’s historic business or (b) uses a significant portion of the target’s historic business assets in a business after the reorganization.⁷  The fact that the acquiring corporation is in the same line of business as the target corporation tends to establish COBE, but is not alone sufficient.⁸

 

C.                 Tax Consequences of Reorganization

 

Reorganizations are subject to special tax treatment under the Code. The target corporation that transfers its assets to an acquiring corporation recognizes neither gain nor loss if, pursuant to a plan of reorganization, the target corporation receives stock or securities of another corporation that is also a party to the reorganization.⁹  Likewise, the acquiring corporation will not recognize any gain or loss upon the issuance of its stock in exchange for the target corporation’s properties.¹⁰ The acquiring corporation’s basis in the assets transferred from the target corporation will be equal to the target corporation’s basis in such assets, increased by the amount of gain recognized by the target corporation on such transfer, if any.¹¹ The target corporation’s tax attributes generally carry over to the acquiring corporation.¹²  Shareholders of the target corporation who, pursuant to a plan of reorganization, exchange their stock or securities for stock or securities of another corporation that is a party to the reorganization recognize no loss and generally recognize gain only to the extent that other property is received.¹³  Each of the target corporation’s former shareholders’ basis in the stock received by such shareholder from the acquiring corporation will be equal to the basis in the target corporation stock surrendered by such shareholder, decreased by the amount of cash or other property received by such shareholder, and increased by the amount of gain recognized by such shareholder.¹⁴

 

4

Treas. Reg. § 1.368-1(e).

 

5

See Treas. Reg. § 1.368-1(e)(2)(v), Ex. 1.

 

6	See, e.g., Treas. Reg. § 1.368-2(g) (tax-free reorganization “must be undertaken for reasons germane to the continuance of the business of a corporation a party to the reorganization”). See also Gregory v. Helvering, 293 U.S. 465 (1935).

7

Treas. Reg. § 1.368-1(d)(1). The target’s historic business is the business it has conducted most recently, and the historic business assets are the assets used in target’s historic business. Treas. Reg. § 1.368-1(d)(2).

 

8

Treas. Reg. § 1.368-1(d)(2)(i).

 

9

See Code §§ 357, 361. A “party to a reorganization” includes (i) a corporation resulting from a reorganization, and (ii) both corporations, in the case of a reorganization resulting from the acquisition by one corporation of stock or properties of another. Code § 368(b).

 

10

Code § 1032(a). See also Treas. Reg. § 1.1302-2.

 

11

Code § 362(b).

 

12

Code § 381(a).

 

¹³ See Code §§ 354, 356.

 

¹⁴ Code § 358(a).

 

 

Progress Financial Corporation

Page 6

 

OPINION

 

Based upon the foregoing, it is our opinion that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code to which Progress and UCBI will each be a “party to the reorganization” under Section 368(b) of the Code. Accordingly, it is our opinion that:

 

	a.		No gain or loss will be recognized for federal income tax purposes by a Progress shareholder upon the exchange of shares of Progress Common Stock solely for shares of UCBI Common Stock, other than gain, if any, recognized with respect to the cash received in lieu of the issuance of a fractional share of UCBI Common Stock, which will be taxed in the manner described in paragraph b. below.
	b.		A Progress shareholder receiving only cash in exchange for his or her Progress Common Stock in the Merger as a result of a decision by such shareholder to exercise his or her statutory right to dissent in connection with the Merger generally will recognize gain or loss equal to the difference between the amount of cash so received and the basis in his or her Progress Common Stock surrendered in the Merger. Any gain recognized by such a Progress shareholder generally will be long-term capital gain if the Progress shareholder’s holding period with respect to the Progress Common Stock surrendered in the Merger is more than one year.15
	c.		Cash, if any, received in lieu of fractional shares will be treated for federal income tax purposes as if the fractional shares were distributed as part of the Merger and then redeemed by UCBI. The cash payments will be treated as having been received as a distribution in exchange for the fractional shares redeemed.16
	d.		The basis of the UCBI Common Stock, not including any basis allocable to any fractional share of Company Common Stock that is treated as issued in the Merger and immediately redeemed, that is received by a Progress shareholder in the Merger will equal the shareholder’s basis in the UCBI Common Stock surrendered therefor.17
	e.		The holding period of the UCBI Common Stock received by a Progress shareholder will include the period during which such shareholder held the Progress Common Stock surrendered therefor, provided the Progress Common Stock was a capital asset in the hands of such shareholder at the time of the Merger.18

 

¹⁵ Code §§ 1001, 1221-1223.

 

¹⁶ Code § 302(a); Rev. Rul. 66-365, 1966-2 C.B. 116.

 

¹⁷ Code § 358(a)(1).

 

¹⁸ Code § 1223(1).

 

 

Progress Financial Corporation

Page 7

 

f.

No gain or loss will be recognized by UCBI or Progress as a consequence of the Merger.19

 

In the event that a Progress shareholder has shares of Progress Common Stock acquired at different times or with differing tax bases, the above determinations will need to be made separately with respect to each such share (or block of shares) exchanged by such shareholder in the Merger.

 

Our opinions are based upon the existing provisions of the Code, the Regulations issued or proposed thereunder, published Revenue Rulings and releases of the Internal Revenue Service, all as in effect as of the date hereof. Any change in applicable law which could be retroactive in application, could modify the legal conclusions upon which our opinions are based.

 

In addition, this opinion does not address any tax considerations under foreign, state, or local laws, or the tax considerations to certain Progress shareholders in light of their particular circumstances, including persons who are not United States persons, dealers in securities, tax-exempt entities, shareholders who do not hold Progress common stock as “capital assets” within the meaning of Section 1221 of the Code, and shareholders who acquired their shares of Progress stock pursuant to the exercise of Progress options or otherwise as compensation.

 

This opinion letter may not be used, circulated, quoted, published, or otherwise referred to for any purpose without our prior express written consent. Our opinions are limited to the matters stated herein, and no opinion is implied or may be inferred beyond the opinions expressly stated herein.

 

We hereby consent to the filing of the opinion as an exhibit to UCBI’s Registration Statement on Form S-4 as filed with the SEC. We also consent to the references to our firm in the Proxy Statement-Prospectus contained in the Form S-4 under the caption “Material U. S. Federal Income Tax Consequences of the Merger” and “Legal Matters.” 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, or the rules and regulations of the Commission thereunder.

 

	Very truly yours,
	/s/ Maynard Copper & Gale, LLP

 

¹⁹ Code § 361(a).

 

 

 

Exhibit 23.4

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4A of United Community Banks, Inc. of our report dated February 25, 2022 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in United Community Banks, Inc. 's Annual Report on Form 10-K for the year ended December 31, 2021. We also consent to the reference to us under the heading “Experts” in such Registration Statement. 

 

/s/ PricewaterhouseCoopers LLP
Atlanta, GA
July 1, 2022

 

 

 

 

Exhibit 23.5

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the use in this Registration Statement on Form S-4/A of our report dated March 25, 2022, relating to our audit of the consolidated balance sheets of Progress Financial Corporation and subsidiary as of December 31, 2021 and 2020, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the two year period ended December 31, 2021 appearing in Annex D, which is part of the Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

 

Birmingham, Alabama

July 1, 2022

 

 

Exhibit 99.1

 

 

 

CONSENT OF STEPHENS INC.

 

We hereby consent to the inclusion of our opinion letter to the Board of Directors of Progress Financial Corporation (the “Company”) as an Appendix to the Proxy Statement/Prospectus relating to the proposed merger of the Company with and into United Community Banks, Inc. contained in the Registration Statement on Form S-4, as filed with the Securities and Exchange Commission, and to the references to our firm and such opinion in such Proxy Statement/Prospectus and the Registration Statement. In giving such consent, we do not admit, and we disclaim, that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Act”), or the rules and regulations of the Securities and Exchange Commission thereunder (the “Regulations”), and we do not admit that we are experts with respect to any part of such Proxy Statement/Prospectus and the Registration Statement within the meaning of the term “experts” as used in the Act or the Regulations.

 

	STEPHENS INC.
	By:	/s/ Brian Branson
	Title:	Managing Director
	Date:	July 1, 2022

 

 

Stephens Inc.		111 Center Street		501-377-2000		www.stephens.com
		Little Rock, AR 72201		800-643-9691

 

 

Exhibit 99.2

 

REVOCABLE PROXY 

PROGRESS FINANCIAL CORPORATION 

201 Williams Avenue 

Huntsville, Alabama 35801

 

This proxy is solicited on behalf of the Board of Directors of Progress Financial Corporation (the “Company”) for use at the Annual Meeting of Stockholders of the Company to be held on September 13, 2022 and at any postponements or adjournments thereof (the “Annual Meeting”).

 

The undersigned, being a stockholder of the Company, hereby appoints Charlie Vaughn and David Nast, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them, or either of them, to represent the undersigned at the Annual Meeting and to act with respect to all votes that the undersigned would be entitled to cast, if then personally present, on the following matters in accordance with the following instructions, and to transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

 

			FOR	AGAINST	ABSTAIN
1.     To approve the Agreement and Plan of Merger, dated as of May 3, 2022, by and between United Community Banks, Inc. and Progress Financial Corporation, pursuant to which Progress Financial Corporation will merge with and into United Community Banks, Inc.			¨	¨	¨
2.     To elect five Class II director to serve on the Board of Directors of the Company for a three year term until the Annual Meeting of Stockholders in 2025 (or until the merger is consummated).
	Class II Nominees
		Jim D. Caudle, Jr.	¨	¨	¨
		Lee R. Hoekenschnieder	¨	¨	¨
		Eric W. Janssen	¨	¨	¨
		Kevin B. Kynerd	¨	¨	¨
		Brad Sklar	¨	¨	¨

 

 

CONTINUED AND TO BE DATED AND SIGNED ON THE REVERSE SIDE.

 

The undersigned acknowledges that the Annual Meeting may be postponed or adjourned to a date subsequent to the date set forth above and intends that this proxy shall be effective at the Annual Meeting after such postponement(s) or adjournment(s). This proxy is revocable, and the undersigned may revoke it at any time prior to the time of voting at the Annual Meeting by (i) giving written notice of revocation to Dabsey Maxwell, Progress Financial Corporation, 201 Williams Avenue, Huntsville, Alabama 35801, (ii) properly submitting a duly executed proxy bearing a later date than the previously granted proxy, or (iii) attending the Annual Meeting and voting in person. Your execution and submission of this proxy card will revoke and supersede any proxy previously granted by you, whether such proxy was granted electronically or through an earlier submission of a proxy card.

 

This proxy, when properly executed, will be voted in the manner directed by the undersigned. If no direction is made, this proxy will be voted FOR the nominees set forth under Proposal 1 and, with respect to such other matters as may come before the meeting and any postponements or adjournments thereof, as the said proxy holders deem advisable.

 

PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON YOUR STOCK CERTIFICATE(S)

 

	Dated: _____________________________________, 2022
	Signature
	Print Name:
	Signature
	Print Name:
	NOTE: Please sign exactly as your name appears on your stock certificate(s). When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporation name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.

 

PLEASE MARK, DATE AND SIGN THIS PROXY AND 

RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.