EX-8.1 6 pdlb-ex81_361.htm EX-8.1

| Exhibit 8.1
| Crowe LLP Independent Member Crowe Global 485 Le xing ton A venue, Floor 11 New Yor k, NY 10017-2619 Tel +1 212 572 5500 Fax +1 212 572 5572 ww w.c r o w e.c o m

November 5, 2021

Board of Directors

Ponce Bank Mutual Holding Company

PDL Community Bancorp

Ponce Bank

2244 Westchester A v enue

Bronx, New York 10462

Members of the Board of Director s:

Ponce Bank (“PB” or the “Bank”) has reques ted the opinion (“Opinion”) of Crowe LLP (“Crowe”) regarding certain federal, New York State, and Maryland inc ome tax consequences for PB’s Plan of Conversion and Reorganization (the “Reor ganization”, or the “Conversion”) from a mutual holding company structure into a capital stock form of organ ization. We have not considered any non-inc ome tax or foreign, or state and local inc ome tax consequen ces other than those items specifically addressed in our opinion, and, ther efor e, do not express any opinion regarding the treatment that would be given the Reorganization by applicable authorities on any feder al, state, or local tax issues not specific ally addressed herein. We also express no opinion on non-tax issues such as matters of corporate law or securities law. We express no opinion other than that as stated immediately above, and neither th is opinion nor any prior statements are intended to imply or to be an opinion on any other matters.

In render ing our op i n ion, we have rel i ed upon the P lan of Convers i on and Reor gani zat ion, signed Letter of Representat ion and the fa cts, informat ion, assumpt i ons and representati ons as conta i ned in Form S-1 Regi strat i on Statement and the P lan of Reor gan i z ation as fi led with the Se cur ities and E xchange Comm i ss ion (“S EC”) on No vember 5, 2021, inc l udi ng a ll ex h ibits attached thereto. We have assumed that these facts are comp lete and accurate and have not independently audi ted or otherwi se ver i f ied any of these facts or assumption s. You have repres ented to us that we have been prov ided a ll of the facts necessary to render our opini on. Cap ita l i zed terms have the mean i ng ascr ibed in the P lan of Reor gani zation and /or Form S-1

S t a t e m e n t o f F ac t s

PB is a feder ally-chartered stock savings association headquarter ed in the Bronx, New York. Ponce Bank was originally charter ed in 1960 as a feder ally-chartered mutual savings and loan association under the name Ponce De Leon Fede ral Savings and Loan Ass o ciation. In 1985, PB changed its name to “Ponce De Leon F eder al Savings Ban k.” In 1997, PB changed its name again to “Ponce De Leon Feder al Bank.” In 2017, PB adopted its curr ent name. PB is designated as a Minority Depository Institution and a Community Development Financial In stitution under applicable regulations and is a certified Small Business Administration (“SBA”) lender. PB’s business is condu cted thr ough its administrative office and 13 branc h banking offices. The banking offices are located in Bronx (4 branches), Manhattan (2 branc hes), Queens (3 branches) and Brooklyn (3 branches), New York, and Union City (1 branch), N ew Jersey.

PB’s business primarily c onsists of taking deposits from the gener al public and investing those deposits, together with funds generated from operations and borrowings, in mor tgage loans, consisting of one-to-four family residential (both i n vestor-owned and owner-occupied), multifamily residential, nonresidential proper ties, construction and land, and in business and consumer loans. PB also invests in securities, which

Crowe LLP

Ponce Bank Tax Opinion

November 5, 2021

ha v e h i s to r i c a ll y c o n s i s ted of U.S. go v e r n m e nt a nd f ede r a l a gen c y s e c u ri t i es a nd s e c u r i t i es i ss ued by go v e r n m ent-s p o n s o r ed or o wned e n te r p r i s e s, as w e l l a s, mo r t g age-ba ck ed s e c u r i t i e s, c o r po r a t e bo n ds a nd F ede r a l H o me L o an B ank of N e w Y o r k (the “F H L B N Y”) s to ck. P B of f e r s a v a ri ety of de p o s i t a cc ount s, i n c l u d i ng d e m and, s a v i n g s, mo n ey ma rk ets a nd c e r t i f i c ates of de p o s i t.

Since September 2017 the company has operated as a public c ompany in a two-tiered public mutual holding c ompany structure. PDL Community Bancorp (“Bancorp”) is a feder a lly-chartered, publicly-traded stock holding c ompany and the parent c ompany of the Bank and Mortgage World Bankers, Inc. (“Mor tgage World”). At June 30, 2021, Bancorp had c onsolidated assets of $1.55 billion, deposits of $1.24 billion and stockholders’ equity of $171.9 million. Bancorp’s par ent company is Ponce Bank Mutual Holding Company (“MHC”), a feder ally char tered mutual holding c ompany. At June 30, 2021, Bancorp had 17,327,942 shares of common stock outstanding, of which 9,545,388 shares, or 55.1%, were held by MHC, and the r emaining 7,782,554 s hares, or 44.9%, were owned by the public, including the Employee Stock Ownership Plan and the F oundation.

The Reorgan izat ion

The boards of d irectors of MHC and Bancorp have approved the p lan of Reorganizat ion wh ich must a lso be approved by the members of MHC (depositors and certain borrowers of P B) and the stockhol ders of Bancorp. A speci al meet i ng of members and a special meeting of stockho lders have been ca lled for this purpose.

The contemp lated Reorganizat ion consists of a series of transact ions by whi ch PB will reorganize its corporate structure from i ts current status as a mutual holdi ng company structure to a stock ho lding company corporate structure pursuant to a pl an of reorgan ization and stock issuance p lan. Under these pl ans, PB will in essence, reorganize from a two-t ier federal mutual ho l d i ng company structure into a fu lly pub lic stock ho l d ing company structure.

More spec ifi c a ll y, it is contemplated that the Reorgani zati on w i ll be comp leted as fol lows –

| 1. | A new Holdi ng Company, Ponce F inanc i al Group, In c. (“P FG”) will be or gan i z ed as a F i rst-T ier subs idiary of Bancor p, (the “Mid-Tier Ho lding Company”).

| 2. | MHC wi ll merge w ith and into Bancorp wi th the Bancorp as the surv i v ing entity (the “MHC Mer ger”), whereby the shares of B an corp he ld by the MHC w i ll be c ancel led and the members of MHC w i ll constructi vely rec e i ve l iqui dati on interests in B ancorp in exchange for their ownership interests in MHC.

| 3. | Immediate ly after the MHC Merger, Bancorp will merge wi th and into P FG (“the M id-T ier Merger”), with P FG as the surv i v i ng entity. As part of the M id-T ier Merger, the l iqu idati on interests in Bancorp constructi vely rec e i ved by the members of MHC wi ll automat i cal l y, without further action on part of the ho l ders thereof, be ex changed for interests in the Li qui dation A ccount and the Minor ity Shares wi ll automat i cal l y, w ithout further acti on on part of the holders thereof, be c onverted into and become the r i ght to recei ve P FG Common Stock bas ed on an E xchange Ratio.

| 4. | Immediate ly after the M id-T ier Mer ger, P FG w i ll offer for sale P FG Common Stock to the pub lic (the “Offering”).

| 5. | P FG wi ll contr ibute appr o x imate ly 50% of the net proceeds of the Offer i ng to the Bank in constructi ve exchange for the common stock of the Bank and the B ank Liqu idat i on A ccount.

| 6. | As part of the Reor gan i zati on, each of the Minor i ty Shares outstand ing immediate ly pr ior to consummation of the conv e rs ion and Reorgan i zat ion shall automat i cal l y, w ithout further acti on on the part of the ho l ders thereof, be converted into and become the r ight to rec e i ve P FG common stock based upon the E xchange Ratio. The bas is for exchange of Mi nor ity S hares for P FG common Stock sha ll be fair and r ea sonab le. O pti ons to purcha se shares of B ancorp common stock whi ch are outstand i ng immed iate ly pr ior to the cons ummation of the convers ion and Reorgan i zation shall be converted into opt ions to purchase shares of P FG common stock, wi th the number of shares subject to the option and the exerc i se pr i ce per s hare to be adjusted based upon the E xchange

Crowe LLP

Ponce Bank Tax Opinion

November 5, 2021

|  | Rat i o s o t h at t he agg r e ga t e e x e rc i s e p r i c e r em a i ns u n c han g ed, and w i th t he d u r a t i on of the op t i o n r ema i n i ng u n c h a ng e d.

Following the conversion and Reorgan izat ion, the Liqu idat i on Account w ill be maintained for the benef it of the Eli g i b le Account Ho lders and Supplemental Eli g i b le Account Ho lders who conti nue to mainta in the ir Deposit Accounts at the Bank. Each Eli g ible Account Holder and S upp lemental Eligible Account Ho lder shall, w ith respect to h is Deposit Account, ho ld a re l ated inchoate interest in a portion of the L i qui dation Account ba lance in relation to h is Deposit Account balance at the Eligibility Record Date or S upp lemental Eligibility Record Date, respective ly, or to such bal ance as it may be subsequently reduced, as here inafter provided. PFG shall also cause the Bank to estab lish and ma inta in the B ank L i qui dation Account for the benefit of Eligible Account Hol ders and S upp lemental Eligible Account Hol ders who cont i nue to ma intain their Depos it Accounts at the Bank. As part of the conversion and Reorganization, all of the then- outstanding shares of Bancorp common stock owned by the Mi nority Stockho lders will be converted into and become shares of P FG pursuant to the Exchange Ratio that ensures that after the conversion and Reorganizat i on, Mi nority S tockhol ders will own in the aggregate the same percentage of PFG common stock as they held in Bancorp common stock i mmediately pr ior to the conversion and Reorganizat i on, exclusive of Minority Stockholder purchases of addi t i onal shares of PFG common stock in the Offering and receipt of cash in li eu of fractional shares. As part of the conversi on and Reorganization, addi t i onal shares of PFG common stock will be offered for sale on a priority basis to (i) depos itors and eligible borrowers of the Bank, (ii) current shareholders of Bancorp, and (iii) to members of the pub lic in the Offering.

As a res ult of the Conversion and Offering, PFG w ill be a publicly-held corporation, will register the PFG common stock under Section 12(b) of the Securities E xchange Act of 1934, as amended (the “Exchange Act”), and will become subject to the r ules and regulations ther eunder and file per iodic reports and proxy statements with the SEC. The Bank will be a wholly owned s ubsidiary of PFG and will c ontinue to carry on its business and activiti es as conducted immediate ly prior to the Conversion, Reorganization and Offering.

The Stockho l ders of PFG will be the former Minority S tockholders of Bancorp immedi ately prior to the conversion and Reorgan i zati on, p lus those persons who purchase shares of PFG in the Offeri ng. Nontransferab le ri ghts to subscribe for PFG common stock have been granted, in order of pr iority, to Eli g ible Account Ho l ders, the Bank’s tax qualified emp loyee plans (“E mployee P l ans”), Suppl emental E li g i b le Account Holders and certain deposi tors and borrowers of the Bank as of the Voting Record Date (“Other Members”). PFG will a lso offer shares of PFG common stock not subscribed for in the Offeri ng, if any, for sale in a Commun ity offer i ng to the general public, wi th a preference given f irst to residents of the New York Count ies of B ronx, Queens, Ki ngs, and New York, and to the New Jersey County of Hudson, then to existing pub lic shareho lders.

S um ma r y o f Op i n i on s

Based on the facts and rep resentations set forth above and the analysis below, it is our opinion that:

Crowe LLP

Ponce Bank Tax Opinion

November 5, 2021

Federal Tax Opinions

| 1. | The merger of MHC w ith and into B ancorp w ill qua lify as a tax-free reorganizat i on with in the meaning of Secti on 368(a)(1)(A) of the Internal Revenue Code.

| 2. | The constructive exchange of E ligi b le Account Ho lders’ and Supplemental Eligible Account Holders’ li quidat ion interests in MHC for liqu idati on interests in Bancorp will satisfy the conti nuity of interest requirement of Section 1.368-1(b) of the Federal Income Tax Regu lat i ons.

| 3. | None of MHC, B ancorp, E li g i b le Account Hol ders nor Supp l emental E ligible A ccount Holders, will recognize any ga in or loss on the transfer of the assets of MHC to Bancorp in constructive exchange for li quidat ion interests in Bancorp.

| 4. | The basis of the assets of MHC and the ho l d ing period of such assets to be received by Bancorp will be the same as the basis and ho l d i ng per iod of such assets in MHC immediate ly before the exchange.

| 5. | The merger of B ancorp wi th and into PFG will constitute a mere change in identity, form or place of organ ization w ith in the meani ng of Sect ion 368(a)(1)(F) of the Internal Revenue Code and, therefore, will qua lify as a tax-free reorgan ization w ith in the meaning of Secti on 368(a)(1)(F) of the Internal Revenue Code. Neither Bancorp nor PFG w ill recogn ize ga in or loss as a result of such merger.

| 6. | The basis of the assets of Bancorp and the ho l d i ng period of such assets to be received by PFG will be the same as the basis and ho l d i ng peri od of such assets in Bancorp immediately before the exchange.

| 7. | Except for cash-in-lieu of fractional shares, current stockholders of B ancorp will not recogn ize any gain or loss upon their exchange of Bancorp common stock for PFG c ommon stock.

| 8. | Eligible Account Ho lders and S upp lemental Eli g ible Account Hol ders will not recogn ize any gain or loss upon the construct ive exchange of their liqu i dati on interests in Bancorp for i nterests in the li quidat ion account in PFG.

| 9. | The exchange by the E li gible Account Holders and Supplemental E li g i b le Account Holders of the li quidat ion interests that they constructively received in B ancorp for interests in the liqu idat i on account established in P FG will sat isfy the continu ity of interest requ irement of Section 1.368-1(b) of the Federal Income Tax Regulations.

| 10. | Each stockho lder’s aggregate basis in shares of P FG common stock (including fracti onal share interests) rece ived in the exchange w ill be the same as the aggregate basis of Bancorp common stock surrendered in the exchange.

| 11. | Each stockho lder’s hol d i ng peri od in h is or her PFG common stock received in the exchange w ill incl ude the per iod during which the B ancorp common stock surrendered was held, provi ded that the Bancorp common stock surrendered is a capi tal asset in the hands of the stockhol der on the date of the exchange.

| 12. | Cash received by any current stockholder of B ancorp in lieu of a fractional share interest in shares of PFG common stock will be treated as having been received as a distribut i on in fu ll payment in exchange for a fract ional share interest of PFG common stock, which such stockholder would otherw ise be enti t l ed to receive. Accordi ngly, a stockhol der w ill recognize ga in or loss equal to the difference between the cash received and the bas is of the fracti onal share. If the common stock is held by the stockhol der as a capi tal asset, the ga in or loss will be capi tal gain or loss.

| 13. | It is more likely than not that the fa ir market va l ue of the nontransferable subscription r ights to purchase PFG common stock is zero. Accordi ngly, no gain or loss will be recognized by E ligi b le Account Ho l ders, S upp lemental E ligible Account Hol ders or Other Members upon d istribut i on to them of nontransferab le subscri ption ri ghts to purchase shares of PFG common stock. Eli g ible Account Hol ders, Supplemental E ligi b le Account Ho l ders and Other Members w ill not realize any taxable

Crowe LLP

Ponce Bank Tax Opinion

November 5, 2021

|  | i n c o m e as the r e s u l t o f the e x e rc i s e by t h em of the n o nt r an s fe r a b l e s ub scr i p t i ons r i ght s.

| 14. | It is more likely than not that the fa ir market va l ue of the benefit provided by the liqu idati on account of Ponce B ank supporting the payment of the P FG liqu idat i on account in the event PFG lacks suffici ent net assets is zero. Accordi ngly, it is more like ly than not that no gain or loss w ill be recognized by Eli g i b le Account Holders and Supp l emental Eligible Account Hol ders upon the constructive d istri bution to them of such ri ghts in the Ponce Bank li qui dation account as of the effective date of the merger of PDL Community Bancorp w ith and into PFG.

| 15. | It is more like ly than not that the bas is of the shares of PFG common stock purchased in the offering by the exercise of nontransferable subscript i on ri ghts will be the purchase price. The ho l d ing period of the PFG common stock purchased pursuant to the exercise of nontransferab le subscription rights will commence on the date the right to acquire such stock was exercised.

| 16. | No ga in or loss will be recogn ized by PFG on the receipt of money in exchange for PFG common stock sold in the offeri ng.

New Y o rk S tate Tax Opin i on

| 1. | It is more l i kely than not that the federal tax treatment of the Reorgan i zat ion w i ll be res pected for purposes of the New York State Corporate Franchi se Tax cal culated on the bas is of business income.

| 2. | It is more li k e ly than not that the federal tax treatment of the subscr iption offer i ng w i ll be respected for purposes of c omput i ng the New York S tate Personal Inc ome Tax of e l igible account ho lders, supplemental el i g i b le acc ount ho l ders and other members who are subject to the New York S tate Personal Income Tax as New York State residents.

Maryland T ax Opinion

| 1. | It is more l i kely than not that the feder al tax treatment of the Reor gan i zation wi ll be res pected in deter m i n ing Maryland tax able inc ome for pur poses of the Mary land Corporat ion Income Tax. |

| 2. | It is more li k e ly than not that the feder al tax treatment of the subscr ipt i on offering wi ll be res pected for purposes of c omput i ng the Mary l and Ind i v i dual Income Tax of el i g ible account ho lders, supplemental el i g i b le acc ount ho l ders and other members who are subject to the Maryland Indi v idual Income Tax as Mary land res idents. |

| I. | New Y o rk – Co r po rate F ranchise Tax on Business Co r po rations

Effec tive for tax years beg inning on or after January 1, 2015, the franc hise tax on banking corporations under Tax Law Ar ticle 32 was repealed, and banking corporations became and now are subject to the franchise tax on gener al business cor porations (“New York Cor porate Franc h ise Tax”) under Tax Law Article 9-A. New York 2014-15 Budget Bill.

The New York Corporate Franchise Tax is imposed on a corporation for the privilege of exercising its corporate franch ise, doing business, employi ng capital, own i ng or l easi ng property in New York in a corporate or organized capacity, mai ntaining an office in New York, or der ivi ng receipts from activity in New York. N.Y. Tax Law §209(a). The term “corporati on” includes: (a) an associat ion with in the meaning of IRC

§7701(a)(3) (inc lud i ng a limited l iab i l ity company), (b) a joint-stock company or assoc iation, (c) a pub li c ly traded partners h ip treated as a corporati on for purposes of the IRC §7704 and (d) any bus iness conduc ted by a trustee or trustees whe rein interest or ownership is ev idenc ed by certifi cate or other wr itten instrument.

A cor poration’s tax l iab i l ity is the highest of thr ee al ter nati ve bases: (1) bus i ness i n come, (2) cap ital and (3)

a fi xed do l lar minimum tax. N.Y. Tax Law §210(1). The scope of this opi n i on is li m i ted to the c onsequences

Crowe LLP

Ponce Bank Tax Opinion

November 5, 2021

of the Reorgan i zat ion on the computat i on of the busi ness income and the f i xed dol lar m inimum tax bases of the New York Corporate Franchi se Tax.

In gener a l, the tax on bus i ness income is c a l c u lated by reference to federal tax able income repor ted to the Uni ted States Treasury wi th certain modi f i cat ions (ent ire net income), reduc ed by investment income and other ex empt inc ome, mu ltipl ied by the app li cable tax rate. N.Y. Tax Law §208(8) and §210(1)(a).

Entire net income, a s tarting-point for computing business income, is defined as “total net inc ome from all sources which shall be pr e sumably the same as the entire tax able income, which, except as her einafter provided in this s ubdivision, the tax payer is required to report to the United States treasury depar tment.” N.Y. Tax Law §208(9).

N.Y. Tax Law §208(9)(a) and (b) prov ide mod i f i cations and adjustments requ i red in computing enti re net income. T here are no mod ifi cations or adjustments to enti re net income r e lat ing to the IRC secti ons c ited above.

Investment inc ome is def ined as “income, inc lud i ng cap ital gains in excess of c api tal losses, from investment c api tal, to the extent included in computing enti re net income” less inter e st deducti ons. N.Y. Tax Law §208(6)(a)(i). T he term “other exempt inc ome” means the sum of exempt cont roll ed for e i gn corporat ion income and exempt un itary corporation di vidends. In comput ing investment income, ex empt con trol led forei gn corporation income and exempt uni tary corporation di vidends, there are no modi f i cations or adjustments appl i cab le to t ransacti ons rel ati ng to investment income relating to the IRC sec t ions c i ted above.

Based on the foregoing, with respect to the New York Corporate Franc hise Tax calculated on the basis of business income, it is more lik ely than not that the Reorganization s hould be treated in the same manner as it is treated for federal in come tax purposes.

The f ixed dollar minimum tax is ca lculated by reference to New York rece i pts, which are receipts included in the numerator of the apportionment factor determined under N.Y. Tax Law §21 0-A for the taxab le year. N.Y. Tax Law §210(1)(d)(1)(E). The apport ionment factor is “a fraction, determ ined by incl uding on ly those receipts, net income, net gains, and other i tems that are included in the computati on of the taxpayer’s busi ness income for the taxable year.” N.Y. Tax Law §210-A(1). Accordi ngly, since there is no effect on the computation of business income as a resu lt of the Reorganizat i on, it is more like ly than not that the Reorganizat i on w ill have no effect on the New York Corporate Franch ise Tax calculated on a fi xed minimum tax basis.

| II. | New Y o rk – P e rsonal Income Tax

The personal income tax is imposed on New York taxable income of a ll resident ind ividua ls (“New York Personal Income Tax”). N.Y. Tax Law §601. The New York taxable income of a resident ind ivi dual is New York adjusted income, reduced by New York deduct i ons and exempt i ons. N.Y. Tax Law §611(a).

New York adjusted income is cal c u lated by reference to feder al adjusted gross income r eported for the taxable year w ith certain modi f i cat ions. N.Y. Tax Law §612(a). New York deduc t ions and ex empt ions fr om feder al adjus ted gross inc ome are prov ided in N.Y. Tax Law §613 through § 616. There are no modifi cat i ons or adjustments app li cable to transac t i ons relating to the IRC sec t ions c ited abo ve. Ther efore, it is more li k e ly than not that the fede ral tax treatment of the sub scr iption offering w i ll be r e spected for pur poses of the New York Personal Income Tax.

| III. | Maryland – Co r po ration I ncome Tax

Mary land imposes a corporate income tax on Maryland taxable income (the “Maryland Corporat i on Income Tax”), whi ch is defined as Mary land modi f ied inc ome as al located (apportioned) to the state. Md. Code Ann. Tax-Gen. § 10-102 and § 10-301. Mary l and modi f ied income is “the cor porat ion's federal tax able income for the tax able year as dete rmined under the Internal Revenue Code” as adjusted under Part II of Subt itle

3 (Secti ons 10-305 thr ough 10-310). Md. Code Ann. T ax-Gen. § 10-304. None of the adjustments in Part II

Crowe LLP

Ponce Bank Tax Opinion

November 5, 2021

of S ub t i t l e 3 r e l a t e to the I R C s e c t i ons ci ted abo v e.

Based on the for egoing, with respect to the Maryland Corporation Inc ome Tax, it is more lik ely than not that the Reorganization should be treated in the same manner as it is tr eated for federal income tax purposes.

| I V. | Maryland – Individual In c ome Tax

Mary land imposes an inc ome tax on every res ident, based on Mary l and tax able income, whi ch is def ined as Maryland adjusted gross inc ome less exempti ons and deductions. (the “Mar y land Indi v idual Inc ome Tax”). Md. Code A nn. Tax-Gen. § 10-102 and § 10-201. Mary l and adjusted gr o ss income is defined as feder al adjusted gross inc ome as adjusted under Part II of S ubt itle 2 (Sec t ions 10-204 through 10-208). Md. Code Ann. Tax-Gen. § 10-203. None of the adjus tments in Part II of S ubti t le 2 relate to the IRC sec t ions c ited above.

Based on the foregoing, with respect to the Maryland Individual Income Tax, it is more lik ely than not that the Reorganization should be treated in the same manner as it is tr eated for federal income tax purposes.

A mi sstatement or omi ss i on of any fact or a change or amendment in any of the facts, assumpt ions or representati ons we have r e li ed upon may requi re a modi f i cation of a ll or a part of this op i n ion.

Our opinion is as of November 5, 2021, and we have no responsi b ility to update th is op i n ion for events transacti ons, circumstances or changes in any of the facts, assumptions or representat i ons occurring after this date. We have not been asked to, and we do not, render any opinion wi th respect to any matters other than those expressly set forth in th is op i n ion.

The discussion and conclusions set forth here in are based upon the Internal Revenue Code, Treasury Regu lat ions, New York State income tax statutes and regulations, Maryland income tax statutes and regulations and existi ng admi n istrative and jud ici al i nterpretat ions thereof, as of November 5, 2021 all of which are subject to change. If there is a change, includ ing a change havi ng retroactive effect, in the Internal Revenue Code, Treasury Regulations, Internal Revenue Service rulings or re leases, New York State income tax statutes and regu lat i ons, Maryl and income tax statutes and regulati ons, or in the preva ili ng judici al interpretat i on of the forego ing, the opini ons expressed herein would necessarily have to be re- eval uated in li ght of any such changes. We have no responsibility to update this op i n ion for any such changes occurring after the date of this letter.

The op i n i ons expressed herein are based solely upon our i nterpretation of the Internal Revenue Code, Treasury Regu lat ions, New York S tate income tax statutes and regulations, Maryland income tax statutes and regu lat ions as interpreted by court deci s ions, and by rulings and procedures issued by the Internal Revenue Service, the New York S tate Department of Taxati on and F inance, and the Comptro ller of Maryland as of the date of this letter.

The op i n ions expressed herein are not b i nding on any court or on the Internal Revenue Service (IR S), the New York S tate Department of Taxation and Fi nance, or the Comptro ller of Maryland, and there can be no assurance that contrary positi ons may not be taken by the IRS or that a court considering the issues wou ld not hold contrary to such opi n ions.

The op i n ions expressed herein reflect our assessment of the probab le outcome of li t igat i on and other adversari al proceed i ngs based solely on an ana lysis of the ex isti ng tax authorities relat ing to the issues. It is i mportant, however, to note that li t igati on and other adversari al proceedings are frequent ly decided on the basis of such matters as negot iat i on and pragmatism upon the outcome of such potent i al li t igat i on or other adversari al proceed i ngs.

The opi n i ons expressed herein reflect what we regard to be the materi al federa l, New York S tate, and Maryland income tax, effects of the transaction as described herei n; nevertheless, they are op i n ions on ly and should not be taken as assurance of the ulti mate tax treatment.

Crowe LLP

Ponce Bank Tax Opinion

November 5, 2021

We her eby cons ent to the filing of this O pinion as an e xhibit to the Form S-1 Reg istration Statement filed with the SEC and as an ex h ibit to applications filed with respect to the Plan of Reor ganization, as applic able.

Very truly yours,

Crowe LLP