EXHIBIT 8.3
FinPro 26 Church Street - P.O. Box 323
Liberty Corner, NJ 07938
(908) 604-9336 - (908) 604-5951 (FAX)
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December 19, 1997
Board of Directors
Quitman Federal Savings Bank
100 West Screven Street
Quitman, Georgia 31643
Dear Board Members:
All capitalized terms not otherwise defined in this letter have the meanings
given such terms in the Plan of Conversion, as amended (the "Plan") adopted by
the Board of Directors of Quitman Federal Savings Bank (the "Bank"), whereby the
Bank will convert from a federally charted mutual savings bank to a federally
chartered stock savings bank and issue all of the Bank's outstanding capital
stock to Quitman Bancorp, Inc. (the "Company"). Simultaneously, the Company will
issue shares of common stock.
We understand that in accordance with the Plan, Subscription Rights to purchase
shares of the Conversion Stock are to be issued to (i) Eligible Account Holders;
and (ii) the ESOP; together collectively referred to as the "Recipients". Based
solely on our observation that the Subscription Rights will be available to such
Recipients without cost, will be legally non-transferable and of short duration,
and will afford the Recipients the right only to purchase shares of Conversion
Stock at the same price as will be paid by members of the general public in the
Community Offering, but without undertaking any independent investigation of
state or federal law or the position of the Internal Revenue Service with
respect to this issue, we are of the opinion that:
(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.
Changes in the local and national economy, the legislative and regulatory
environment, the stock market, interest rates, and other external forces (such
as natural disasters or significant world events) may occur from time to time,
often with great unpredictability and may materially impact the value of thrift
stocks as a whole or the Company's value alone. Accordingly, no assurance can be
given that persons who subscribe to shares of Conversion Stock in the conversion
will thereafter be able to buy or sell such shares at the same price paid in the
Subscription Offering.
Very Truly Yours,
FinPro, Inc.
/s/Donald J. Musso
Donald J. Musso
President