EXHIBIT 8.2
[LETTERHEAD OF MONROE SHINE & CO., INC. APPEARS HERE]
April 23, 1998
Board of Directors
Peoples Building and Loan Association, F.A.
PBC Holding Company
819 Main Street
Tell City, Indiana 47586
Re: Certain State Income Tax Consequences Relating to Proposed Holding
Company of Peoples Building and Loan Association, F.A.
To the Board of Directors:
In accordance with your request, set forth herein is the opinion of this firm
regarding certain Indiana income tax consequences of the proposed conversion of
Peoples Building and Loan Association, F.A., ("the Association") from a
federally-chartered mutual savings and loan association to a federally-chartered
stock savings bank (the "Converted Association")(the "Stock Conversion") and the
concurrent acquisition of 100% of the outstanding capital stock of the Converted
Association by at parent Holding Company formed at the direction of the Board of
Directors of the Association and to be known as PCB Holding Company, (the
"Holding Company").
In connection with the opinions expressed below, we have examined and relied
upon originals or copies, certified or otherwise identified to our satisfaction,
of the Plan of Conversion as adopted by the Association's Board of Directors of
January 14, 1998, and subsequently amended on March 16, 1998 (the "Plan"); the
federal mutual charter and bylaws of the Association; the Certificate of
Incorporation and bylaws of Holding Company; and the prospectus (the
"Prospectus") included in the registration statement on Form SB-2 filed with the
Securities and Exchange Commission on March 18, 1998 (the "Registration
Statement"). We have assumed the representations are true and that the parties
to the conversion will act in accordance with the Plan also, we have relied upon
the federal tax opinion of Breyer and Aguggia dated April 20, 1998 ("Federal Tax
Opinion"), incorporated hereunder by reference.
Pursuant to the Plan, the Association will undergo the stock conversion whereby
it will be converted from a federally-chartered savings and loan association to
a federally-chartered stock savings bank to be known as Peoples Community Bank.
As part of the stock conversion, the Association will amend its existing
mutual savings and loan association charter and bylaws to read in the form of a
federal stock charter and bylaws. The Converted Association will then issue to
the Holding Company shares of the Converted Association's common stock,
representing all of the shares of capital stock to be issued by the Converted
Association in the conversion, in exchange for payment by the Holding Company of
50% of the net proceeds realized by the Holding Company from such sale of its
common stock, or such other percentage as the Office of Thrift Supervision may
authorize or require.
Also, pursuant to the Plan, the Holding Company will offer its shares of common
stock for sale in a subscription offering and if necessary, a direct community
offering. The aggregate purchase price at which all shares of common stock will
be offered and sold pursuant to the Plan and the total number of shares of
common stock to be offered in the conversion will be determined by the Board of
Directors of the Association and the Holding Company on the basis of the
estimated pro forma market value of the Converted Association as a subsidiary of
the Holding Company. The estimated pro forma market value will be determined by
an independent appraiser.
The Plan provides for the establishment of a liquidation account by the
Converted Association for the benefit of all eligible account holders and any
supplemental eligible account holders in an amount equal to the net worth of the
Association as of the date of the latest statement of financial condition
contained in the final prospectus issued in connection with the conversion. The
establishment of the liquidation account will not operate to restrict the use or
application of any of the net worth accounts of the Converted Association. The
liquidation account will be maintained by the Converted Association subsequent
to the conversion for the benefit of eligible account holders and supplemental
eligible account holders who retain their savings accounts in the Converted
Association. Each eligible account holder and supplemental eligible account
holder shall, with respect to each savings account held, have a related inchoate
interest in a portion of the liquidation account balance and will be paid by the
Converted Association in event of liquidation prior to any liquidation
distribution being made with respect to capital stock.
Based on and subject to the foregoing, and the conclusions stated in the Federal
Tax Opinion as to the federal income tax consequences of the proposed
transaction, it is our opinion that for Indiana income tax purposes, under
current law:
A. The stock conversion, Holding Company reorganization and the subsequent
stock offering will be treated in an identical manner as it is treated for
federal income tax purposes under the Internal Revenue Code. The Internal
Revenue Code in effect as of January 1, 1998, is incorporated by reference
into the income tax laws of the State of Indiana.
B. Under the income tax laws of the State of Indiana, consummation of the Plan
will not be a taxable event to the Converted Association, Holding Company,
or to the Association's depositors.
This opinion is given solely for the benefit of the parties to the Plan of
Conversion, the shareholders of the Holding Company and eligible account
holders, supplemental eligible account holders and other investors who purchase
common stock pursuant to the Plan of Conversion, and may not be relied upon by
any other party or entity or referred to in any document without our expressed
written consent. As noted above, this is limited to the Indiana income tax
consequences of the Plan of Conversion and we undertake no responsibility to
update or supplement our opinion.
Very truly yours,
/s/ Monroe Shine & Co., Inc.
Monroe Shine & Co., Inc.
:sgl