Opinion on Merger of State Trust Company into National Bank

State of Washington
DEPARTMENT OF FINANCIAL INSTITUTIONS
P.O. Box 41200 ∙ Olympia, Washington 98504-1200 Telephone (360) 902-8700 ∙ TDD (360) 664-8126 ∙ FAX (360) 586-5068 ∙ http://www.dfi.wa.gov Joseph M. Vincent, General Counsel Direct: 360.902.0516 Mobile: 360.970.4699 E-Fax: 360.704.7036 Email: jvincent@dfi.wa.gov ISGC-2008-003-DOB March 26, 2008

RE: Merger of Trust Company (Merging Entity) with and into s Trust, N.A. (Surviving Entity) Dear n:
You have requested a letter of opinion from me in my capacity as General Counsel for the Washington State Department of Financial Institutions and its Division of Banks (“Division of Banks”) based upon the following representations:

1. Trust Company , a trust company chartered under the laws of the State
   of Washington (“Merging Entity”), seeks to merge with and into Trust, N.A., a national banking association chartered under the National Bank Act (“Surviving Entity”); and
2. The merger of Merging Entity with and into Surviving Entity is subject to the appropriate
   approvals from the Comptroller of the Currency.
   Based upon these representations, Merging Entity is authorized under the present laws of the State of Washington to merge with and into Surviving Entity. Sincerely, WASHINGTON STATE DEPARTMENT OF FINANCIAL INSTITUTIONS Joseph M. Vincent, General Counsel