5.14.3 Since December 31, 2021, neither Middlefield or any Middlefield Subsidiary nor, to Middlefields Knowledge, any director, officer, employee, auditor, accountant or representative of Middlefield or a Middlefield Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (whether concerning loan loss reserves, write-downs, charge-offs, accruals, or otherwise) of it or any of its subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that it or any of its subsidiaries has engaged in questionable accounting or auditing practices. Since December 31, 2021 no attorney representing Middlefield or a Middlefield Subsidiary, regardless of whether employed by Middlefield or a Middlefield Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty, or similar violation by Middlefield, a Middlefield Subsidiary, or any of their officers, directors, employees, or agents to Middlefields Board of Directors or any committee thereof or to any of its directors or officers.
5.15 Merger Consideration. When issued in accordance with the terms of this Agreement, the shares of Middlefield common stock to be issued in the Merger will be duly authorized, validly issued, fully paid, non-assessable, and not subject to preemptive rights.
5.16. Fairness Opinion. The Board of Directors of Middlefield has received the opinion of Keefe, Bruyette & Woods (Keefe Bruyette & Woods) to the effect that, subject to the terms, conditions, assumptions and qualifications therein, as of the date of the opinion the Exchange Ratio in the Merger is fair from a financial point of view to Middlefield. The opinion has not been rescinded as of the date of this Agreement.
5.17 Middlefield Employee Benefit Plans.
5.17.1 Except as stated in Middlefield Disclosure Schedule 5.17.1, (a) all written and unwritten pension, retirement, profit-sharing, thrift, savings, deferred compensation, stock option, employee stock ownership, employee stock purchase, restricted stock, restricted stock unit, severance pay, retention, vacation, bonus, or other incentive plans, all employment, change in control, consulting, severance, and retention agreements, all other written employee programs, arrangements, or agreements, all medical, vision, dental, disability, life insurance, workers compensation, employee assistance, or other health or welfare plans (including paid time-off policies and other material benefit policies and procedures), and all other employee benefit or fringe benefit plans, including employee benefit plans as that term is defined in Section 3(3) of ERISA, currently adopted, maintained by, sponsored in whole or in part by, or contributed to by Middlefield, a Middlefield Subsidiary, or an ERISA Affiliate for the benefit of employees, former employees, retirees (or dependents, including spouses, of the foregoing), directors, independent contractors, or other service providers to Middlefield and under which employees, former employees, retirees, dependents, spouses, directors, or other service providers of Middlefield are eligible to participate (collectively, Middlefield Benefit Plans) are in material compliance with (and have been managed and administered in accordance with) the applicable terms of ERISA, the Internal Revenue Code of 1986, and any other applicable laws, and (b) each Middlefield Benefit Plan governed by ERISA and intended to be a qualified retirement plan under Section 401(a) of the Internal Revenue Code (1) has received a favorable determination letter from the IRS (and Middlefield is not aware of any circumstances likely to result in revocation of a favorable determination letter) or timely application has been made therefor, (2) is maintained under a prototype plan approved by the IRS and is entitled to rely upon the IRS National Office opinion letter issued to the prototype plan sponsor, or (3) is maintained under a volume submitter plan approved by the IRS and is entitled to rely upon the IRS National Office advisory letter issued to the volume submitter sponsor. To the Knowledge of Middlefield, there