EXHIBIT 8.3 [LETTERHEAD OF FERGUSON & COMPANY APPEARS HERE] June 24, 1997 Boards of Directors Lexington First Federal Mutual Holding Company Lexington First Federal Savings Bank 19 Natchez Trace Drive Lexington, TN 38351 Re: Plan of Conversion: Subscription Rights ---------------------------------------- Directors: All capitalized terms not otherwise defined in this letter have the meanings given such terms in the Plan of Conversion and Agreement and Plan of Reorganization (the "Plan") adopted by the Boards of Directors of Lexington First Federal Savings Bank (the "Bank") and Lexington First Federal Mutual Holding Company (the "Mutual Holding Company"). Pursuant to the Plan, Community National Corporation (the "Company") will offer and sell the Conversion Stock. We understand that Subscription Rights to purchase shares of the Conversion Stock are to be issued to (i) Eligible Account Holders; (ii) Supplemental Eligible Account Holders; (iii) Other Members; (iv) Directors, Officers and Employees of the Mutual Holding Company; and (v) Public Stockholders, collectively referred to as the "Recipients". Based solely upon our observation that the Subscription Rights will be available to such Recipients without cost, will be legally non-transferable, 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 belief 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. Boards of Directors June 24, 1997 Page 2 Changes in the local and national economy, the legislative and regulatory environment, the stock markets, 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 on the value of thrift stocks as a whole or the Company's value alone. Accordingly, no assurances can be given that persons who subscribe to shares of Common Stock in the conversion will thereafter be able to buy or sell such shares at the same price paid in the Subscription offering. Sincerely, Ferguson & Company /s/ Robin L. Fussell Robin L. Fussell Principal