EXHIBIT 8.3

                [LETTERHEAD OF FERGUSON & COMPANY APPEARS HERE]

                                AUGUST 15, 1997

BOARD OF DIRECTORS
SALIDA BUILDING AND LOAN ASSOCIATION
130 WEST 2ND STREET
SALIDA, COLORADO 81201

                    PLAN OF CONVERSION, SUBSCRIPTION RIGHTS
                    ---------------------------------------

DEAR DIRECTORS:

     Terms used in this letter not otherwise defined herein have the same 
meanings for such terms in the Plan of Conversion adopted by the Board of 
Directors of Salida Building and Loan Association, Salida, Colorado (the 
"Association"), under which the Association will convert from a mutual savings 
and loan association to a stock savings and loan association and issue all of 
the Association's stock to High Country Bancorp, Inc. (the "Holding Company").  
Simultaneously, the Holding Company will issue shares of common stock.

     We understand that in accordance with the Plan of Conversion, Subscription 
Rights to purchase shares of Common Stock in the Holding Company are to be 
issued to (1) Eligible Account Holders, (2) The Association's tax qualified 
employee plans, (3) Supplemental Eligible Account Holders, and (4) Other 
Members.  Based solely upon our observation that the Subscription Rights will be
available to such parties without cost, will be legally non-transferable and of 
short duration, and will afford such parties the right only to purchase shares 
of Common Stock at the same price to be paid by members of the general public in
the Community Offering, but without undertaking any independent investigation of
state or federal laws or the position of the Internal Revenue Service with 
respect to such 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.

Changes in the local and national economy, the legislative and regulatory 
environment, the stock market, interest rates and other external forces (e.g., 
natural disasters or significant global events) occur from time to time and may 
materially affect the value of thrift stocks as a whole or the holding Company's
value.  Accordingly, no assurance can be given that persons who subscribe to 
shares of Common Stock in the Conversion will thereafter be able to sell such 
shares at the same price paid in the Subscription Offering.

                                             Sincerely,



                                             Robin L. Fussell
                                             Principal