EXHIBIT 8.1
Law Offices
Silver, Freedman, Taff & Tiernan LLP
A Limited Liability Partnership Including Professional Corporations
3299 K STREET, N.W., SUITE 100
WASHINGTON, D.C. 20007
(202) 295-4500
WWW.SFTTLAW.COM |
October 2, 2026
HomeTrust Bancshares, Inc.
10 Woodfin Street
Asheville, North Carolina 28801
Ladies and Gentlemen:
We have acted as special tax counsel to HomeTrust Bancshares, Inc., a Maryland corporation (“HomeTrust”), in connection with the preparation and filing by HomeTrust with the United States Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance by HomeTrust of shares of common stock, par value $0.01 per share (the “Shares”), in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 16, 2026 (together with the exhibits and schedules thereto, the “Merger Agreement”), by and among HomeTrust, Kinloch Merger Sub, Inc., a Virginia corporation and a direct, wholly owned subsidiary of HomeTrust (“Merger Sub”), and Blue Ridge Bankshares. Inc., a Virginia corporation (the “Seller”). Pursuant to the Merger Agreement, (a) Merger Sub will merge with and into the Seller (the “Merger”), with the Seller as the surviving corporation, (b) immediately thereafter, and as part of a single integrated transaction, the Seller will merge with and into HomeTrust (the “Second-Step Merger”), with HomeTrust as the surviving corporation, and (c) at the effective time of the Merger (the “Effective Time”) each share of Seller common stock (“Seller Common Stock”) that is issued and outstanding immediately prior to the Effective Time, other than any shares of Seller Common Stock that will be cancelled pursuant to Section 2.1(e) of the Merger Agreement without consideration, will be converted into the right to receive 0.086 of a share of HomeTrust common stock (“HomeTrust Shares”) plus cash in lieu of any fractional HomeTrust Shares, as described in more detail in the joint proxy statement/prospectus contained in the Registration Statement (the “Prospectus”). The Merger and the Second-Step Merger are collectively referred to herein as the “Mergers”.
Our opinion is being delivered to you in connection with the Registration Statement. For purposes of this opinion, capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement.
HomeTrust Bancshares, Inc.
October 2, 2026
Page 2
All section references herein are to the United States Internal Revenue Code of 1986, as amended (the “Code”), unless indicated otherwise. In rendering our opinion, we have reviewed and are relying upon the accuracy and completeness of the facts, information, covenants, statements, representations and warranties contained in originals or copies of the following documents (including all schedules and exhibits thereto):
1. the Merger Agreement;
2. the Registration Statement;
3. representations concerning the Mergers made to us by HomeTrust and the Seller in letters dated as of the date hereof (the “Representation Letters”); and
4. such other instruments and documents related to HomeTrust and the Seller and their respective affiliated companies as we have deemed necessary or appropriate.
In rendering this opinion, we have assumed and relied upon, without independent investigation, the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, the authenticity of the originals of such copies, and the execution and delivery of all such documents. We have further assumed and relied upon the truth and accuracy at all relevant times of the representations, warranties, covenants and statements of fact made by HomeTrust and the Seller and their respective management, employees, officers and directors in connection with the transactions incident to the Mergers, including but not limited to those set forth in the Merger Agreement and the Representation Letters, and that any such representation, warranty or statement made “to the knowledge” (or similar qualification) of any person or party is correct without such qualification. In addition, we have assumed that all persons had, have or will have all requisite power and authority to execute and deliver all documents, agreements, records, instruments and certificates examined by us and have assumed the due authorization by all requisite action, and the due execution and delivery by such persons, of all such documents, agreements, records, instruments and certificates and the validity and binding effect thereof.
We have further assumed and relied upon the fact that all parties to the transactions incident to the Merger Agreement and to any other documents examined by us have acted, and will continue to act, in accordance with the terms of the relevant documents, and the transactions incident to the Merger Agreement will be completed pursuant to and in accordance with the terms and conditions of the relevant documents without the waiver or modification of any such terms and conditions. We have also assumed that none of the parties will take any action after the Mergers that would cause the Mergers not to qualify as a reorganization within the meaning of Section 368(a) of the Code. Furthermore, we have assumed and relied upon the fact that as to all matters for which a person or entity has represented that such person or entity is not a party to, does not have, or is not aware of, any plan, intention, understanding or agreement, there is no such plan, intention, understanding or agreement.
HomeTrust Bancshares, Inc.
October 2, 2026
Page 3
Our conclusions represent our judgment as to the proper treatment of certain aspects of the Mergers under the federal income tax laws of the United States based upon the Code, Treasury Regulations, case law, and rulings and other pronouncements of the Internal Revenue Service (the “IRS”) as in effect on the date of this opinion. Future legislative or administrative changes or court decisions, which may or may not be retroactive in application, or any change in facts from those upon which our opinion is based, may significantly modify the opinion set forth in this letter. Nevertheless, we undertake no responsibility to advise you of any developments after completion of the Mergers in the application or interpretation of United States federal income tax laws. If (i) the relevant facts at the time of closing differ from those represented to us in the Representation Letters or reflected in the Merger Agreement, (ii) the Mergers are completed under terms not contained in the Merger Agreement, (iii) our assumptions prove to be untrue, or (iv) the existing authorities are modified by legislative, administrative or judicial action, which actions may or may not be retroactive in application, our conclusions may differ and our opinion may not be relied upon. It should be noted that no ruling has been or will be sought from the IRS with respect to the federal income tax consequences of the Mergers, 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 opinion 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.
Our opinion provided below addresses only the specific United States federal income tax consequences of the Mergers set forth herein and does not address any other federal, state, local or foreign income, estate, gift, transfer, sales, use or other tax consequences that may result from the Mergers or any other transaction (including any transaction undertaken in connection with the Mergers). We express no opinion regarding the tax consequences of the Mergers to U.S. holders (as that term is defined in the Prospectus) of the Seller’s common stock that are subject to special tax rules. In addition, we express no opinion as to the tax treatment of, or effects resulting from, transactions which are not specifically addressed herein. We express no opinion as to whether the discussion contained in the Prospectus under the caption “Material U.S. Federal Income Tax Consequences of the Mergers” addresses all of the United States federal income tax consequences of the Mergers that may be applicable to HomeTrust or the Seller or the holders of the Seller’s common stock.
HomeTrust Bancshares, Inc.
October 2, 2026
Page 4
Based upon and in reliance on the assumptions and representations contained or referenced herein and in the Registration Statement, subject to the limitations and qualifications set forth herein and in the Registration Statement, and provided the Mergers are consummated in accordance with the Merger Agreement and will be effective under the applicable laws of the state of Maryland and the Commonwealth of Virginia and federal banking laws, we are of the opinion that (i) for federal income tax purposes, the Mergers, taken as a whole, will qualify as a reorganization within the meaning of Section 368(a) of the Code, and (ii) the statements regarding the United States federal income tax consequences set forth in the Prospectus under the heading “Material U.S. Federal Income Tax Consequences of the Mergers,” to the extent they constitute statements of law or legal conclusions, are correct in all material respects.
This opinion is being furnished in accordance with the requirements of Item 601(b)(8) of the Commission’s Regulation S-K, and we express no opinion as to any matter pertaining to the contents of the Registration Statement or the Prospectus included therein, 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 and the rules and regulations of the Commission promulgated thereunder.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Material U.S. Federal Income Tax Consequences of the Mergers” and “Legal Matters” in the Prospectus included in the Registration Statement. In giving this consent, however, we do not hereby 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 of the Commission promulgated thereunder.
| Very truly yours, | |
| /s/ SILVER, FREEDMAN, TAFF & TIERNAN LLP | |
| SILVER, FREEDMAN, TAFF & TIERNAN LLP |