Exhibit 8
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KENNEDY & BARIS,
L.L.P.
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ATTORNEYS AT
LAW
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SUITE P-15
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4701 SANGAMORE
ROAD
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TEXAS
OFFICE:
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BETHESDA, MD
20816
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WASHINGTON DC
OFFICE:
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SUITE 800
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(301)
229-3400
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SUITE 320
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112 EAST PECAN
STREET
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FAX: (301)
229-2443
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1225 NINETEENTH STREET,
NW
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SAN ANTONIO, TX
78205
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WASHINGTON, DC
20036
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(210)
228-9500
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(202)
835-0313
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FAX: (210)
228-0781
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FAX: (202)
835-0319
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May 8,
2008
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Eagle
Bancorp, Inc.
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Fidelity &
Trust Financial Corporation
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7815 Woodmont
Avenue
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4813 Cordell
Avenue
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Bethesda, Maryland
20814
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Bethesda, Maryland
20814
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RE:
Agreement and Plan of
Merger by and among Eagle Bancorp, Inc., Woodmont
Holdings, Inc.,
Fidelity &
Trust Financial Corporation and Fidelity & Trust
Bank
Ladies and
Gentlemen:
We have acted as special
counsel to Eagle Bancorp, Inc. (“Eagle”) in
connection with the Agreement and Plan of Merger, dated as of
December 2, 2007 (the “Agreement”), by and
among Eagle, Woodmont
Holdings, Inc. (“Woodmont”), Fidelity &
Trust Financial Corporation (“Fidelity”) and
Fidelity & Trust Bank (“F&T
Bank”) and the transactions contemplated thereby,
and (ii) the
preparation and filing of the related Registration Statement on
Form S-4 (the “Registration Statement”) which
includes the Proxy Statement/Prospectus (the “Proxy
Statement”), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
“Securities Act”) and the Securities Exchange Act of
1934, as amended. This opinion
is furnished to you pursuant to Section 7.1(b) of the
Agreement. Unless otherwise defined herein, all capitalized terms
shall have the meanings attributed to them in the
Agreement.
In
connection with this opinion, we have reviewed the Agreement
(including the related Bank Merger Agreement by and between
EagleBank and F&T Bank, and Subsidiary Merger Agreement by and
between Woodmont and Eagle), the Proxy Statement and such other
documents as we have deemed appropriate, and have made such
examinations and investigations of the legal and factual matters as
we have deemed advisable. For purposes of this opinion we
have assumed (i) the validity and accuracy of the
documents that we have examined, (ii) that the Merger would be
consummated strictly in the manner described in the Agreement and
the Proxy Statement, and (iii) that the representations made
to us by appropriate officers of Eagle and Fidelity in accordance
with the Agreement are and will remain accurate and
complete.
On
the basis of the foregoing, and assuming that the facts and
representations set forth in the officers’ certificates
provided to us by Eagle and Fidelity are and will remain true and
accurate, we are of the opinion that for federal income tax
purposes:
(i)
the transactions contemplated by the Agreement will constitute a
reorganization within the meaning of Section 368 of the
Code;
(ii)
no gain or loss will be recognized by Eagle, Woodmont, EagleBank,
Fidelity or F&T Bank as a result of the transactions
contemplated by the Agreement;
(iii)
the basis of the assets of Fidelity and F&T Bank in the hands
of Eagle, Woodmont or EagleBank will be the same as the basis of
such assets in the hands of Fidelity or F&T Bank immediately
prior to the Effective Time;
