EXHIBIT 8.2
                                   
                               February 5, 1997     



Board of Directors
Cumberland Mountain Bancshares, M.H.C.
Middlesboro Federal Bank, F.S.B.
Cumberland Mountain Bancshares, Inc.
1431 Cumberland Avenue
Middlesboro, Kentucky 40965

     RE:  Certain State Income Tax Consequences Relating to

     (i)  the Conversion of Cumberland Mountain Bancshares, M.H.C. to an interim
     Federal Stock Savings Association and simultaneous merger into Middlesboro
     Federal Bank, F.S.B., (and cancellation of 330,000 shares of Bank common
     stock) (the foregoing transaction referred to as "Merger 1"; and

     (ii) a second interim Savings and Loan Association formation and merger
     with and into the bank (the foregoing transaction referred to as "Merger
     2").

Ladies and Gentlemen:
    
     Please be advised that this letter is in response to your request
concerning an opinion as it relates to certain state income tax consequences of
the proposed merger transactions described above (collectively, the
"Conversion").  This opinion is based upon the premise that the conditions and
transactions as stated in the Prospectus, and the Federal Income Tax Opinion of
Housley Kantarian and Bronstein, P.C., dated February 4, 1997, which was
addressed and furnished to you, will be strictly complied with, and that all
oral and written representations by Middlesboro Federal Bank, or its agents, are
true and correct.  Based upon this assumption, the following opinion is
rendered:     

- -    The Commonwealth of Kentucky will, for income tax purposes, accord the
     Conversion of the identical treatment which it receives for federal income
     tax purposes.  Aside from potential capital gains for shareholders
     receiving cash in exchange for bank common shares, no adverse Kentucky
     income tax consequences will be incurred by the holding company, stock
     bank, the association, the eligible account holders, depositors or
     shareholders of the holding company as a result of the consummation of the
     proposed conversion.


 
     The various state law and regulations on which this opinion is based are
necessarily subject to change from time to time, and such change could effect
this opinion.  In addition, the opinion stated herein is based solely on the
facts mentioned above.  Any changes in the facts could effect the conclusion
stated herein.  Other than the Kentucky income tax consequences of the
conversion, no opinion is expressed with respect to any matter, including but
not limited to, any franchise, transfer, intangible or capital stock taxes.

     Consent is hereby given to the use of this firm's name, to references to
this opinion in the Prospectus which is a part of the Registration Statement
being filed with the SEC and part of the Application for Conversion to be filed
with the OTS.

                              Sincerely,

                              Law Offices of Robert L. Brown III
 

                                  
                              By: /s/ Robert L. Brown III     
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