Exhibit 8.2
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HUNTON ANDREWS KURTH LLP
1445 ROSS AVENUE
SUITE 3700
DALLAS, TEXAS 75202
TEL 214 • 979 • 3300
FAX 214 • 880 • 0011
www.hunton.com
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September 15, 2026
PBCO Financial Corporation
1528 Biddle Road
Medford, OR 97504
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Re: |
Federal Income Tax Opinion Issued to PBCO Financial Corporation in Connection with the Merger of PBCO Financial Corporation with and into Whitewater Sub, Inc., Followed by the Merger of Whitewater
Sub, Inc., with and into Northrim BanCorp, Inc.
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Ladies and Gentlemen:
We have acted as special tax counsel to PBCO Financial Corporation (“PBCO”), an Oregon corporation and bank holding company registered under the Bank Holding
Company Act of 1956, as amended (the “BHC Act”) in connection with (A) (i) the merger of PBCO with and into Whitewater Sub, Inc. (“Merger Sub”), an Alaska corporation and
wholly owned subsidiary of Northrim BanCorp, Inc. (“Parent”), an Alaska corporation and bank holding company registered under the BHC Act, with Merger Sub surviving (the “Merger”),
followed by, as part of a single integrated transaction, (ii) the merger of Merger Sub with and into Parent, with Parent surviving (the “Second Step Merger,” and, together with the Merger, the “Mergers”), followed by (iii) the merger of People’s Bank of Commerce (“Company Bank”), an Oregon state-chartered bank and wholly owned subsidiary of PBCO, with and into
Northrim Bank (“Parent Bank”), an Alaska state-chartered commercial bank and wholly owned subsidiary of Parent, with Parent Bank surviving (the “Bank Merger”), and (B)
the preparation and filing of the Registration Statement on Form S-4 (Registration Statement No. 333-298567) (the “Registration Statement”), which includes the proxy statement/prospectus, originally filed with
the U.S. Securities and Exchange Commission on August 26, 2026, and as amended on September 15, 2026. Except as otherwise indicated, capitalized terms used herein shall have the meanings assigned to them in that certain Agreement and Plan of Merger,
dated as of July 22, 2026, by and among PBCO, Parent, and Merger Sub (the “Merger Agreement”).
ATLANTA AUSTIN BANGKOK BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI HOUSTON LONDON
LOS ANGELES MIAMI NEW YORK RICHMOND SAN FRANCISCO TOKYO TYSONS WASHINGTON, DC
www.Hunton.com
PBCO Financial Corporation
September 15, 2026
Page 2
Set forth below is our opinion, together with the assumptions and documents upon which we have relied in rendering our opinion.
In connection with the opinion rendered below, we have reviewed and relied upon the following documents:
1. the Merger Agreement;
2. the Registration Statement; and
3. such other documents as we have deemed necessary or appropriate for purposes
of this letter.
In connection with the opinion rendered below, we have assumed that:
1. all signatures on all documents submitted to us are genuine, that all documents
submitted to us as originals are authentic, that all documents submitted to us as copies are accurate, that all information submitted to us is accurate and complete, and that all persons executing and delivering originals or copies of documents
examined by us are competent to execute and deliver such documents;
2. the Mergers and the other transactions specified in the Merger Agreement have
been and will be consummated as contemplated in the Merger Agreement, without waiver of any material provision thereof; and
3. the Mergers will be reported by Parent, PBCO, and Merger Sub on their respective
income tax returns in a manner consistent with the opinion set forth below.
Based solely upon the documents and assumptions set forth above, it is our opinion that the statements regarding the U.S. federal income tax consequences set forth in the Registration Statement under
the heading “Material U.S. Federal Income Tax Consequences of the Mergers” insofar as they constitute statements of law or legal conclusions, accurately describe the material U.S. federal income tax consequences of the Mergers.
PBCO Financial Corporation
September 15, 2026
Page 3
1. Except as otherwise indicated, the opinion contained in this letter is based upon
the Internal Revenue Code of 1986, as amended (the “Code”) and its legislative history, the U.S. Department of the Treasury regulations promulgated thereunder (the “Regulations”),
judicial decisions, and current administrative rulings and practices of the Internal Revenue Service, all as in effect on the date of this letter. These authorities may be amended or revoked at any time. Any such changes may or may not be retroactive
with respect to transactions entered into or contemplated prior to the effective date thereof and could significantly alter the conclusions reached in this letter. There is no assurance that legislative, judicial, or administrative changes will not
occur in the future. We assume no obligation to update or modify this letter to reflect any developments that may occur after the date of this letter.
2. The opinion expressed herein represents counsel’s best legal judgment and are not
binding upon the Internal Revenue Service or the courts and are dependent upon the accuracy and completeness of the documents we have reviewed under the circumstances and the assumptions made. We have made no independent investigation of the
assumptions set forth above or the facts contained in the documents. No facts have come to our attention, however, that would cause us to question the accuracy and completeness of such assumptions, facts or documents in a material way. Any material
inaccuracy or incompleteness in these documents or assumptions could adversely affect the opinion stated herein.
3. No opinion is expressed as to any federal income tax consequence of the Mergers
or the other transactions contemplated by the Merger Agreement except as specifically set forth herein, and this letter may not be relied upon except with respect to the consequences specifically discussed herein. This opinion does not address the
various state, local or foreign tax consequences that may result from the Mergers or the other transactions contemplated by the Merger Agreement.
4. This letter is issued to you solely for the benefit of PBCO in connection with
the Mergers and the filing of the Registration Statement and no other person or entity may rely hereon without our express written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the use of
our name and to the reference to this opinion under the caption “Material U.S. Federal Income Tax Consequences of the Mergers” in the Registration Statement and elsewhere in the proxy statement/prospectus included therein. In giving such consent, we
do not hereby 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 U.S. Securities and Exchange Commission promulgated thereunder.
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Very truly yours,
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/s/ Hunton Andrews Kurth LLP
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Hunton Andrews Kurth LLP
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