Exhibit 8.2
PRELIMINARY DRAFT
March 15, 1999
Board of Directors
Indian Village Bancorp, Inc.
100 South Walnut Street
Gnadenhutten, OH 44629
Board of Directors
Indian Village Community Bank
100 South Walnut Street
Gnadenhutten, OH 44629
RE: Ohio business franchise tax and Ohio personal income tax opinion relating
to the proposed Conversion of Indian Village Community Bank from a
federally-chartered mutual savings bank to a federally-chartered stock
savings bank and the offer and sale of common stock of Indian Village
Bancorp, Inc., a newly-formed Pennsylvania holding company (the
"Conversion").
Ladies and Gentlemen:
Pursuant to your request, our opinion concerning certain Ohio business franchise
tax and Ohio personal income tax consequences of the proposed Conversion of
Indian Village Community Bank, a federally-chartered mutual savings bank (the
"Bank") to a federally-chartered stock savings bank (the "Converted Bank") and
the concurrent acquisition of 100% of the newly-issued stock of such corporation
by Indian Village Bancorp, Inc., a newly-formed Pennsylvania corporation
operating exclusively within the State of Ohio (the "Holding Company"), is set
forth below.
Statement of Facts
The facts and circumstances surrounding the proposed reorganization are quite
detailed and are described at length in the Prospectus and the Plan of
Conversion dated January 20, 1999. A list of the related assumptions regarding
such Conversion are documented in the federal tax opinion letter dated XXXXXXXX,
1999, as provided by Muldoon, Murphy & Faucette LLP.
Our opinion is based solely upon our understanding that, pursuant to the Plan of
Conversion, Bank will, through a series of transactions, convert from a
federally-chartered mutual savings
Board of Directors
March 15, 1999
Page 2
bank to a federally-chartered stock savings bank and issue 100% of its newly-
issued stock to Holding Company.
In addition, we have assumed, based solely on the opinion of Muldoon, Murphy &
Faucette LLP, as presented in their letter dated XXXXXXXX, 1999, for purposes
of this opinion, that the following federal tax consequences will result:
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1) The Conversion of Bank to Converted Bank will constitute a tax-free
reorganization under the Internal Revenue Code of 1986 as amended.
2) No gain or loss will be recognized for federal income tax purposes by Bank,
Converted Bank or Holding Company as a result of the Conversion.
3) Taxable income will be recognized for federal income tax purposes by the
Eligible Account Holders and Supplemental Eligible Account Holders of Bank
only to the extent of the taxable value, if any, of the stock subscription
rights received.
Opinion
Based upon our analysis of applicable Ohio tax law and administrative rulings,
we have made the following determinations:
A) The income tax liability of a corporation, other than a bank or thrift,
conducting business and owning property within Ohio, is calculated by
reference to the separate federal taxable income of that corporation, with
certain modifications (Section 5733.04(I) of the Ohio Revised Code).
B) Banks and thrifts are not subject to the Ohio income tax (Section 5733.06(D)
of the Ohio Revised Code).
C) The net worth tax liability of any corporation, including banks and
thrifts, conducting business and owning property within Ohio, is
determined by reference to the balance sheet of the corporation as of the
end of its fiscal year or, under certain circumstances, as of December 31
of the year preceding the first year such corporation is required to file
an Ohio franchise tax return (Sections 5733.056(B), 5733.05(C) and
5733.031(A) of the Ohio Revised Code and Tax Commissioner's
Rule 5703-5-03)
D) The income tax liability of an individual subject to the Ohio income tax
on personal income is calculated by reference to the federal Adjusted
Gross Income of that individual, with certain modifications (Section
5747.02 of the Ohio Revised Code).
Based upon the above facts and the opinions provided in the federal tax opinion
letter dated XXXXXXXX, 1999, as provided by Muldoon, Murphy & Faucette LLP, we
are of the opinion that, if the Conversion is effected in accordance with the
Plan of Conversion, for Ohio tax purposes:
Board of Directors
March 15, 1999
Page 3
1) No gain or loss will be recognized by Bank upon its Conversion from a
federally-chartered mutual savings bank to a federally-chartered stock
savings bank because such conversion will have no effect on the federal
taxable income of Bank and because Bank is exempt from the Ohio income
tax.
2) No gain or loss will be recognized by Holding Company or Converted Bank
upon the acquisition of the stock of Converted Bank by Holding Company
because such acquisition will have no effect on the federal taxable income
of either corporation.
3) No gain or loss will be recognized by Holding Company upon the receipt of
property in exchange for its newly issued shares of stock because such
receipt will have no effect on the federal taxable income of Holding
Company.
4) Ohio taxable income will be recognized by Eligible Account Holders and
Supplemental Eligible Account Holders of Bank only to the extent that
taxable income is recognized with respect to the stock subscription rights
received in the Eligible Account Holders' and Supplemental Eligible
Account Holders' federal Adjusted Gross Income.
Our opinion is based upon legal authorities currently in effect, which
authorities are subject to modification or challenge at any time and perhaps
with retroactive effect. Further, no opinion is expressed as to the tax
treatment of the transaction under the provisions of any of the other sections
of the Ohio Revised Code which may also be applicable thereto, or as 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,
Crowe, Chizek and Company LLP