EXHIBIT 8.3
                                        
                                 March 15, 1999



Board of Directors
Douglas Federal Bank
8458 Campbellton Street
Douglasville, Georgia  30134


                                        
                    Plan of Conversion, Subscription Rights
                    ---------------------------------------
                                        


Dear Directors:


          Terms used in this letter not otherwise defined herein have the same
meanings for such terms in the Plan of Conversion adopted by the Board of
Directors of Douglas Federal Bank ("Douglas" or the "Bank"), under which the
Bank will convert from a mutual savings association to a stock savings
association and issue all of the Bank's stock to First Deposit Bancshares, Inc.
(the "Holding Company"). Simultaneously, the Holding Company will issue shares
of common stock.

          We understand that in accordance with the Plan of Conversion,
Subscription Rights to purchase shares of Common Stock in the Holding Company
are to be issued to (1) Eligible Account Holders, (2) The Bank's tax qualified
employee plans, (3) Supplemental Eligible Account Holders, and (4) Other
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 to be paid by members of the general public in
the Community Offering, but without undertaking any independent investigation of
state or federal laws or the position of the Internal Revenue Service with
respect to such issue, in our opinion:

(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.

 
                                                              Board of Directors
                                                            Douglas Federal Bank
                                                                  March 15, 1999
                                                                          Page 2



          Changes in the local and national economy, the legislative and
regulatory environment, the stock market, interest rates and other external
forces (e.g., natural disasters or significant global events) occur from time to
time and may materially affect the value of thrift stocks as a whole or the
Holding Company's value. Accordingly, no assurance can be given that persons who
subscribe to shares of Common Stock in the Conversion will thereafter be able to
sell such shares at the same price paid in the Subscription Offering.



                              Sincerely,



                              /s/ Robin L. Fussell
                              ----------------------------
                              Robin L. Fussell
                              Principal