EXHIBIT 8.2
MALIZIA, SPIDI, SLOANE & FISCH, P.C.
Attorneys at Law
One Franklin Square
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
Telephone: (202) 434-4660
Telecopier: (202) 434-4661
June 16, 1997
Board of Directors
Workingmens Savings Bank, FSB
807 Middle Street
Pittsburgh, Pennsylvania 15212
Board Members:
You have requested our opinion regarding certain Pennsylvania tax
consequences to Workingmens Savings Bank, FSB (the "Bank") and its depositors
under the laws of the Commonwealth of Pennsylvania of the proposed conversion
(the "Conversion") under which the Bank will be changed from a
federally-chartered mutual savings bank to a federally-chartered capital stock
savings bank (the "Stock Bank"), the simultaneous formation of a parent holding
company incorporated in Pennsylvania (the "Holding Company") that will acquire
all of the outstanding stock of the Stock Bank (the "Acquisition"), and the
offering of the stock of the Holding Company to the public (the "Offering"),
pursuant to a Plan of Conversion adopted by the Board of Directors of the Bank
on May 19, 1997, as amended (the "Plan").
We have previously provided the Bank an opinion of this firm regarding
certain federal income tax consequences of the Conversion, the Acquisition, and
the Offering (the "Federal Tax Opinion"). Based upon the facts stated in the
Federal Tax Opinion, including certain representations of the Bank, the Federal
Tax Opinion concludes, among other things, that the Conversion qualifies as a
tax-free reorganization under ss. 368(a)(1)(F) of the Internal Revenue Code of
1986, as amended, and that the Bank, the Stock Bank, and the Holding Company and
the depositors of the Bank will not recognize income, gain, or loss for federal
income tax purposes upon the implementation of the Conversion, the Acquisition,
and the Offering.
Based upon (1) the facts and circumstances attendant to the Conversion,
the Acquisition, and the Offering, including the representations of the Bank, as
described in the Federal Tax Opinion, (2) current provisions of Pennsylvania
law, as reflected in Pennsylvania statutes, administrative regulations and
rulings thereunder, and court decisions, (3) the Federal Tax Opinion, and (4)
the assumption that the Conversion, the Acquisition, and the Offering will not
result in the recognition of any gain or income on the books of the Bank, the
Stock Bank, or the Holding Company under generally accepted accounting
principles, it is our opinion that under the laws of the Commonwealth of
Pennsylvania, the implementation of the Conversion, the
Board of Directors
Workingmens Savings Bank, FSB
June 16, 1997
Page 2
Acquisition and the Offering will not cause any tax liability to be incurred (a)
by the Bank or by the Stock Bank under the Pennsylvania Mutual Thrift
Institutions Tax ("MTIT"), 72 P.S. ss.8501 et seq., (b) by the depositors of the
Bank under the Pennsylvania Personal Income Tax ("PIT"), 72 P.S. ss.7301 et
seq., and (c) by the Holding Company under the Pennsylvania Corporate Net Income
Tax ("CNIT"), 72 P.S. ss.7401 et seq.
Our opinions herein are expressly limited to those taxes specified in
the immediately preceding paragraph and specifically do not include any opinions
with respect to the consequences to depositors of the implementation of the
Conversion, the Acquisition, or the Offering under any other taxes imposed by
the Commonwealth of Pennsylvania or any other subdivision thereof, or imposed by
states other than Pennsylvania and local jurisdictions of such states. In
addition, the opinions herein specifically do not include (1) an opinion with
respect to the consequences to the Bank, the Stock Bank, and the Holding Company
of the implementation of the Conversion, the Acquisition, or the Offering under
any local taxes imposed by any political subdivision of the Commonwealth of
Pennsylvania, and under any state or local realty or other transfer tax, or (2)
an opinion with respect to tax liabilities under the MTIT, the PIT, or the CNIT
attributable to events after the Conversion, the Acquisition and the Offering or
to any assets held or acquired by the Holding Company other than stock of the
Stock Bank.
Our opinion is based on the facts and conditions as stated herein,
whether directly or by reference to the Federal Tax Opinion. If any of the facts
and conditions are not entirely complete or accurate, it is imperative that we
be informed immediately, as the inaccuracy or incompleteness could have a
material effect on our conclusions. In rendering our opinion, we are relying
upon the relevant provisions of the Code, the laws of the Commonwealth of
Pennsylvania, as amended, the regulations and rules thereunder and judicial and
administrative interpretations thereof, which are subject to change or
modification by subsequent legislative, regulatory, administrative, or judicial
decisions. Any such changes could also have an effect on the validity of our
opinion. We undertake no responsibility to update or supplement our opinion. Our
opinion is not binding on the Internal Revenue Service or the Commonwealth of
Pennsylvania, nor can any assurance be given that any of the foregoing parties
will not take a contrary position or that our opinion will be upheld if
challenged by such parties.
Finally, we hereby consent to the filing of this opinion as an exhibit
to the Application for Conversion on Form AC ("Form AC") or similar filings of
the Bank filed with the Office of Thrift Supervision, the filing of this opinion
as an exhibit to the Application H-(e)(1)S of the Holding Company to be filed
with the Office of Thrift Supervision, and the filing of this opinion
Board of Directors
Workingmens Savings Bank, FSB
June 16, 1997
Page 3
as an exhibit to the Holding Company's 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 offering circular contained in the Form AC, Form
SB-2 and related documents related to this opinion.
Very truly yours,
/s/Malizia, Spidi, Sloane & Fisch, P.C.
Malizia, Spidi, Sloane & Fisch, P.C.