Exhibit 8.2
               [LETTERHEAD OF PADGETT, STRATEMANN & CO., L.L.P.]


May 4, 2000

Board of Directors
Community Bank of Central Texas, ssb
312 Main Street
Smithville, Texas 78957-2035

Gentlemen:

Re:      Texas Franchise Tax Opinion Relating to the Conversion of Community
         Bank of Central Texas, ssb from a State-Chartered Mutual Savings and
         Loan Association to a State-Chartered Stock Institution Under ss.
         368(a)(1)(F) of the Internal Revenue Code of 1986, As Amended

You have requested our opinion of the Texas  franchise tax  consequences  of the
conversion of Community  Bank of Central  Texas,  ssb (or "Mutual") from a state
mutual savings bank to a state stock savings bank (or "Converted Bank") pursuant
to the  provisions  of Texas  Finance  Code ss. 92 and ss.  368(a)(1)(F)  of the
Internal  Revenue Code of 1986, as amended.  This opinion applies only to Mutual
and  Converted  Bank and no opinion is being  made  related to any  transactions
effecting any related holding company.

Assumptions

1.       The conversion is implemented in accordance with the terms of the Plan
         of Conversion and all conditions precedent contained in the Plan of
         Conversion shall be performed or waived prior to the consummation of
         the conversion.

2.       The conversion qualifies as a tax-free corporate reorganization under
         ss. 368(a)(1)(F) of the Internal Revenue Code of 1986.

3.       Mutual is chartered in the state of Texas under the Texas Finance
         Codess.92.053 as a mutual savings bank.

4.       Chartered Bank is chartered in the state of Texas under Texas Finance
         Codess.92.052 as a stock savings bank.

5.       The Texas Saving and Loan Commissioner has approved the conversion.




6.       The assets and liabilities of Mutual assumed by Converted Bank are
         transferred by operation of law under Texas Finance Code ss. 92.

Opinion

Based  solely on the  assumptions  set forth  herein  above and our analysis and
examination of applicable Texas franchise tax laws,  rulings,  regulations,  and
judicial precedents, we are of the opinion that if the transaction is undertaken
in accordance with the above assumptions:

1.       Neither Mutual nor Converted Bank will recognize any income that is
         subject to Texas franchise tax as a result of the transaction, and

2.       Mutual will be treated as a terminated entity for Texas franchise tax
         purposes. Therefore, Mutual's Texas franchise tax earned surplus
         business loss carryforward will be permanently lost upon the completion
         of the conversion. Historically, Mutual's franchise tax liability has
         been computed based on its capital, and not on its earned surplus. It
         is anticipated the Converted Bank will compute its franchise tax in the
         same manner for the near future. Therefore, the loss of the earned
         surplus business loss carryforward upon conversion will not have a
         significant negative impact on the expenses or financial condition of
         the Converted Bank.

No opinion is expressed as to the tax  treatment  of the  transaction  under the
provisions  of any of the other  sections of the Texas Statute which may also be
applicable  thereto,  or to the tax treatment of any conditions  existing at the
time of, or effects  resulting from, the transaction  which are not specifically
covered by the opinions set forth above.

Respectfully submitted,


/signed/
Padgett, Stratemann & Co, L.L.P.