EXHIBIT 8.2
[LOGO]
CRISP
HUGHES
- & CO., L.L.P. -
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
March 17, 1997
Board of Directors
Security Federal Savings Bank
SFB Bancorp, Inc.
632 East Elk Avenue
Elizabethton, TN
Gentlemen:
You have requested an opinion from this firm regarding the tax consequences
under the laws of the State of Tennessee regarding the mutual-to-stock
conversion (the "Conversion") of Security Federal Savings Bank (the "Savings
Bank") to a federally-chartered capital stock savings bank (the "Stock Savings
Bank") and simultaneous acquisition of all the capital stock of the Stock
Savings Bank by a parent savings bank holding company (the "Holding Company")
pursuant to a Plan of Conversion adopted by the Board of Directors.
You have previously received an opinion of counsel ("Federal Tax Opinion")
stating that the Conversion of the Savings Bank under the Plan of Conversion
would not result in adverse federal income tax consequences to the Savings Bank
or to its account holders under the Internal Revenue Code of 1986, as amended
("Code"). The Federal Tax Opinion holds that the Conversion qualifies as a
tax-free reorganization under Section 368(a)(1)(F) of the Code. The Federal Tax
Opinion rendered is predicated upon Revenue Ruling 80-105, 1980-1 C.B. 78, which
holds that a similar transaction qualified as a tax-free reorganization under
Section 368(a)(1)(F) of the Code. The Federal Tax Opinion provides that, based
upon the facts and circumstances attendant to the Conversion of the Savings
Bank, no adverse federal income tax consequences would result to the Savings
Bank or its account holders by virtue of the implementation of the Plan of
Conversion.
Based upon the facts and circumstances attendant to the Conversion as detailed
in the Plan of Conversion and as described in the Federal Tax Opinion, and the
provisions of the Code and the Federal Tax Opinion rendered, it is our opinion
that the laws of the State of Tennessee 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 Savings Bank or its account holders as a result of the
implementation of the Plan of Conversion.
32 Orange Street - P.O. Box 3049 - Asheville, North Carolina 28802 -
(704) 254-2254 - FAX (704) 254-6859
Other Offices: Boone, Burnsville, Sylva, NC and Greenville, SC
Member of: The American Institute of Certified Public Accountants,
The Continental Association of CPA Firms, Inc.,
The Intercontinental Accounting Associates and The North Carolina and
South Carolina Associates of CPAs
Board of Directors
Security Federal Savings Bank
SFB Bancorp, Inc.
March 17, 1997
Page 2
The opinion herein expressed specially 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 or similar filings of the Savings Bank filed with the Office of
Thrift Supervision (OTS), the filing of this opinion as an exhibit to the
application of the Holding Company to be filed with the OTS, and the filing of
this opinion as an exhibit to the Holding Company' Registration Statement on
Form SB-2 ("Form SB-2") to be filed with the Securities and Exchange Commission,
and to reference to our firm in the prospectus contained in the application for
conversion, Form SB-2 and documents related to this opinion.
CRISP HUGHES & CO., L.L.P.
/s/ Crisp Hughes & Co., L.L.P.