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                                                                     Exhibit 8.2


                          [Winston & Strawn Letterhead]



                                 ________, 2001


MidCity Financial Corporation
801 W. Madison St.
Chicago, IL 60607

Ladies and Gentlemen:

                  We have acted as counsel to MidCity Financial Corporation, a
Delaware corporation ("MidCity"), in connection with (i) the Mergers (as defined
and described in the Amended and Restated Agreement and Plan of Merger, dated as
of April 19, 2001 (the "Merger Agreement"), by and among MidCity, MB Financial,
Inc., a Delaware corporation ("MB"), and MB-MidCity, Inc., a Maryland
corporation ("NewCo")), and (ii) the preparation and filing of the Registration
Statement with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"), on ________,
2001, which includes the Proxy Statement of MidCity and the Proxy Statement MB
and the Prospectus of NewCo (the "Joint Proxy Statement/Prospectus"). Unless
otherwise indicated, each capitalized term used herein has the meaning ascribed
to it in the Merger Agreement.

                  In connection with this opinion letter, we have examined the
Merger Agreement, the Joint Proxy Statement/Prospectus, and such other documents
and corporate records as we have deemed necessary or appropriate in order to
enable us to render the opinion set forth below. For purposes of this opinion
letter, we have assumed (i) the validity and accuracy of the documents and
corporate records that we have examined and the facts and representations
concerning the Mergers that have come to our attention during our engagement and
(ii) that the Mergers will be consummated in the manner described in the Merger
Agreement and the Joint Proxy Statement/Prospectus.

                  Subject to the foregoing and the fact that the discussion in
the Joint Proxy Statement/Prospectus under the heading "THE MERGER - Material
United States Federal Income Tax Consequences of the Merger" (the "Discussion")
is a summary and does not purport to discuss all possible United States federal
income tax consequences of the Mergers, we are of the opinion that the
Discussion states the material United States federal income tax consequences of
the Mergers to holders of MidCity Common Stock and holders of MB Common Stock
who surrender such stock in exchange for NewCo Common Stock pursuant to the
Merger Agreement. In addition, we express no opinion as to the United States
federal, state, local, foreign or other tax consequences, other than as set
forth in the Discussion. Further, there can be no assurances

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that the opinion expressed herein will be accepted by the Internal Revenue
Service (the "IRS") or, if challenged, by a court. This opinion letter is
delivered in accordance with the requirements of Item 601(b)(8) of Regulation
S-K under the Securities Act.

                  In rendering our opinion, we have considered the applicable
provisions of the Internal Revenue Code of 1986, as amended, Treasury Department
regulations promulgated thereunder, pertinent judicial authorities, interpretive
rulings of the IRS, and such other authorities as we have considered relevant.
Statutes, regulations, judicial decisions, and administrative interpretations
are subject to change at any time, possibly with retroactive effect. A change in
the authorities or the accuracy or completeness of any of the information,
documents, corporate records, covenants, statements, representations, or
assumptions on which our opinion is based could affect our conclusions. The
opinion set forth herein is expressed as of the date hereof, and we are under no
obligation to supplement or revise our opinion to reflect any changes (including
changes that have retroactive effect) (i) in applicable law or (ii) in any
information, document, corporate record, covenant, statement, representation, or
assumption stated herein that becomes untrue or incorrect.

                  This opinion letter is furnished to you solely for use in
connection with the Mergers, as described in the Merger Agreement and the Joint
Proxy Statement/Prospectus, and is not to be used, circulated, quoted, or
otherwise referred to for any other purpose without our express written
permission. In accordance with the requirements of Item 601(b)(23) of Regulation
S-K under the Securities Act, we hereby consent to the filing of this opinion as
an exhibit to the Joint Proxy Statement/Prospectus and to the reference to our
firm name under the headings "THE MERGER - Material United States Federal Income
Tax Consequences of the Merger" and "LEGAL AND TAX MATTERS." In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.

                                                     Very truly yours,


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