SNODGRASS

Certified Public Accountants

October 1, 1996

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Board of Directors
Advance Financial Savings Bank, f.s.b.
1015 Commerce Street
Wellsburg, WV  26070

    RE:   West Virginia  State Income Tax Opinion  Relating to Conversion of the
          Savings  Bank from a  Federally  Chartered  Mutual  Savings  Bank to a
          Federally Chartered Stock Institution and Simultaneous  Acquisition of
          the Stock of the Stock Savings Bank by Holding Company

Members of the Board:

You have  requested an opinion  from this firm  regarding  the tax  consequences
under the laws of the State of West Virginia relating to the proposed conversion
of   Advance    Financial   Savings   Bank,   f.s.b.   (the   "Bank")   from   a
federally-chartered  mutual savings bank to a federally-chartered  capital stock
savings bank (the "Stock Bank"), and simultaneous  formation of a parent holding
company (the "Holding  Company") which will acquire all of the outstanding stock
of Stock Bank.

You have  previously  received  an opinion of counsel  ("Federal  Tax  Opinion")
stating  that the  conversion  of the Bank would not  result in adverse  federal
income tax  consequences  to the Bank,  the Stock Bank,  or its account  holders
under the Internal  Revenue Code of 1986, as amended  ("Code").  The Federal Tax
Opinion  holds that such a  transaction  qualifies as a tax-free  reorganization
under IRC Section  368(a)(1)(F).  The Federal  Tax  Opinion is  predicated  upon
Revenue  Ruling  80-105,  1980-1 CB 78,  which holds that a similar  transaction
qualified as a tax- free reorganization under IRC Section 368(a)(1)(F).

Based upon the facts and  circumstances  attendant to the conversion as detailed
in the Plan of Conversion, adopted by the Bank on September 3, 1996, as amended,
("Plan of  Conversion"),  and as described  in the Federal Tax Opinion,  and the
provision  of the Code and the Federal Tax Opinion  rendered,  it is our opinion
that the laws of the State of West Virginia will, for income tax purposes, treat
the conversion transaction as detailed in the Plan of Conversion in an identical
manner as it is treated by the Internal Revenue Service for income tax purposes,
and that  under  such  state law no  adverse  income  tax  consequences  will be
incurred by either the Bank, the Stock Bank, or its account  holders as a result
of the implementation of the Plan of Conversion.

S.R. Snodgrass, A.C.
101 Bradford Road, Wexford, PA 15090-6909 Phone: 412-934-0344
Facsimile: 412-934-0345



Board of Directors
October 1, 1996
Page 2

The opinion herein expressed  specifically does not include,  without limitation
by the  specification  thereof,  an opinion with respect to any franchise tax or
capital  stock taxes which might result from the  implementation  of the Plan of
Conversion.

We hereby consent to the filing of this opinion as an exhibit to the Application
for  Conversion on Form AC ("Form AC") or similar  filing of the Bank filed with
the Office of Thrift  Supervision,  and filing of this  opinion as an exhibit to
the  Registration  Statement  of Form S-1  ("Form  S-1")  to be  filed  with the
Securities and Exchange Commission, and to reference to our firm in the offering
circular contained in the Form AC, Form S-1, and associated documents related to
this opinion.

Very truly yours,




/s/ S.R. Snodgrass, A.C.

S.R. Snodgrass, A.C.