EXHIBIT 8.3
[LOGO of RP FINANCIAL, L.C.]
November 18, 2005
Boards of Directors
Mutual Federal Bancorp, MHC
Mutual Federal Bancorp, Inc.
Mutual Federal Savings and Loan Association of Chicago
2212 W. Cermak Road
Chicago, Illinois 60608-3999
Re: Stock Issuance Plan Subscription Rights
Mutual Federal Savings and Loan Association of Chicago
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Gentlemen:
All capitalized terms not otherwise defined in this letter have the
meanings given such terms in the Stock Issuance Plan adopted by the Board of
Directors of Mutual Federal Savings and Loan Association of Chicago ("Mutual
Federal" or the "Association"). Pursuant to the Stock Issuance Plan, Mutual
Federal will become a wholly-owned subsidiary of Mutual Federal Bancorp, Inc.
(the "Company"), a federal corporation, and the Company will issue a majority of
its common stock to Mutual Federal Bancorp, MHC, a federal mutual holding
company, and sell a minority of its common stock to the public.
We understand that in accordance with the Stock Issuance Plan,
subscription rights to purchase shares of common stock in the Company are to be
issued to: (1) Eligible Account Holders; (2) Qualified Tax-Exempt Employee
Plans; (3) Supplemental Eligible Account Holders; and (4) Voting Members. Based
solely upon our observation that the subscription rights will be available to
such parties without cost, will be legally non-transferable and of short
duration, and will afford such parties the right only to purchase shares of
common stock at the same price as will be paid by members of the general public
in the 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, as a factual matter:
(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 common stock in
the subscription offering will thereafter be able to buy or sell such shares at
the same price paid in the subscription offering.
Sincerely,
/s/ RP Financial, LC.
RP FINANCIAL, LC.
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WASHINGTON HEADQUARTERS
Rosslyn Center Telephone: (703) 528-1700
1700 North Moore Street, Suite 2210 Fax No.: (703) 528-1788
Arlington, VA 22209 E-Mail: mail@rpfinancial.com
RP Financial, LC.
Boards of Directors
November 18, 2005
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