EXHIBIT 8.3
[LETTERHEAD OF RP FINANCIAL, LC.]
December 23, 1996
Board of Directors
Cumberland Mountain Bancshares, M.H.C.
Middlesboro Federal Bank, Federal Savings Bank
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Re: Plan of Conversion: Subscription Rights
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Gentlemen:
All capitalized terms not otherwise defined in this letter have the
meanings given such terms in the Plan of Conversion and Agreement and Plan of
Reorganization (the "Plan") adopted by the Boards of Directors of Middlesboro
Federal Bank, Federal Savings Bank (the "Bank") and Cumberland Mountain
Bancshares, M.H.C. (the "Mutual Holding Company"). Pursuant to the Plan,
Cumberland Mountain Bancshares, Inc. (the "Company") will offer and sell the
Conversion Stock.
We understand that "subscription rights" to purchase shares of the
Conversion Stock are to be issued to (i) Eligible Account Holders; (ii) the
ESOP; (iii) Supplemental Eligible Account Holders; (iv) Other Members; (v)
directors, officers and employees of the Mutual Holding Company and Bank; and,
(vi) Public Stockholders, collectively referred to as the "Recipients." Based
solely upon our observation that the subscription rights will be available to
such Recipients without cost, will be legally non-transferable and of short
duration, and will afford the Recipients the right only to purchase shares of
Conversion Stock at the same price as will be paid by members of the general
public in the Community Offering and Syndicated Community Offering, but without
undertaking any independent investigation of state or federal law or the
position of the Internal Revenue Service with respect to this issue, we are of
the belief that:
(1) the subscription rights will have no ascertainable market value; and,
(2) the price at which the subscription rights are exercisable will not be
more or less than the pro forma market value of the shares upon
issuance.
Changes in the local and national economy, the legislative and regulatory
environment, the stock market, interest rates, and other external forces (such
as natural disasters or significant world events) may occur from time to time,
often with great unpredictability and may materially impact the value of thrift
stocks as a whole or the Company's value alone. Accordingly, no assurance can
be given that persons who subscribe to shares of Conversion Stock in the
conversion will thereafter be able to buy or sell such shares at the same price
paid in the Subscription Offering.
Sincerely,
/s/Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Vice President
