[LETTERHEAD OF SNYDER & HALLER, P.C.]
EXHIBIT 8.2
[DRAFT]
CONNECTICUT BUSINESS TAX OPINION
___________, 2004
Board of Directors
Naugatuck Valley Financial Corporation
333 Church Street
Naugatuck, Connecticut 06770
Dear Board Members:
You have requested our opinion regarding certain Connecticut income tax
consequences of the proposed transaction (collectively, the "Reorganization and
Charter Conversion"), more fully described below, pursuant to which Naugatuck
Valley Savings and Loan, S.B. (the "Bank") will (i) convert from a
Connecticut-chartered mutual savings bank to a federal mutual savings bank (the
"Charter Conversion") and (ii) the federal savings bank will reorganize into the
federally chartered mutual holding company structure (the "Reorganization").
We are rendering this opinion pursuant to Section 22 of the Plan of
Reorganization and Minority Stock Issuance (the "Plan of Reorganization") and
Section 6 of the Plan of Charter Conversion. As used in this letter, "Mutual
State Savings Bank" refers to the Bank before the Charter Conversion, "Mutual
Federal Savings Bank" refers to the Bank after the Charter Conversion and before
the Reorganization, and "Stock Savings Bank" refers to the Bank after the
Reorganization. All other capitalized terms used but not defined in this letter
shall have the meanings assigned to them in the Plan of Reorganization and Plan
of Conversion.
The proposed transaction and its federal income tax consequences are described
in an opinion letter dated __________, 2004, from Muldoon Murphy & Faucette LLP
(the "Federal Opinion Letter") stating that the:
(a) The Bank, in either its status as the Mutual State Savings Bank or
the Mutual Federal Savings Bank, will recognize no gain or loss as a
result of the Charter Conversion;
(b) the Savings Bank (in either its status as a Mutual Federal Savings
Bank or Stock Savings Bank) will recognize no gain or loss as a
result of the Reorganization;
(c) the basis of each asset of Mutual Federal Savings Bank held by Stock
Savings Bank immediately after the Reorganization will be the same
as Mutual Federal Savings Bank's basis for such asset immediately
prior to the Reorganization;
(d) the holding period of each asset of Mutual Federal Savings Bank held
by Stock Savings Bank immediately after the Reorganization will
include the period during which such asset was held by Mutual
Federal Savings Bank prior to the Reorganization;
(e) the initial shareholders of Stock Savings Bank (the former Mutual
Federal Savings Bank members) will recognize no gain or loss upon
the constructive transfer to the Mutual Holding Company of the
shares of Stock Savings Bank common stock that they constructively
received in the Reorganization solely in exchange for mutual
ownership interests (i.e., liquidation and voting rights) in the
Mutual Holding Company;
(f) the Mutual Holding Company will recognize no gain or loss upon its
receipt from the shareholders of Stock Savings Bank of shares of
Stock Savings Bank common stock solely in exchange for membership
interests in the Mutual Holding Company;
(g) Naugatuck Valley Financial Corporation will recognize no gain or
loss upon its receipt of 100% of the common stock of Stock Savings
Bank from the Mutual Holding Company;
(h) the Mutual Holding Company will recognize no gain or loss upon its
transfer of 100% of the common stock of Stock Savings Bank from
Mutual Holding Company; and
(i) it is more likely than not that the fair market value of the
non-transferable subscription rights to purchase shares of common
stock of Naugatuck Valley Financial Corporation to be issued to
Eligible Account Holders, Supplemental Eligible Account Holders and
Other Members is zero (the "Subscription Right") and, accordingly,
that no income will be realized by Eligible Account Holders,
Supplemental Eligible Account Holders and Other Members upon
issuance to them of the Subscription Rights.
The facts, assumptions and representations and the federal tax consequences set
forth in the Federal Opinion Letter are incorporated in this opinion letter by
reference as if fully set forth herein. References and abbreviations used in the
Federal Opinion Letter are also used herein.
In connect with the opinions expressed below, we have examined and relied upon
originals, or copies certified or otherwise identified to our satisfaction, of
the Plan of Reorganization, Plan of Charter Conversion, the Prospectus, and of
such corporate records of the parties to the Reorganization as we have deemed
appropriate. We have also relied, without independent verification, upon the
representations of the Bank included in a Certificate of Representation dated
___________, 2004. We have assumed that such representations are true and that
the parties to the Reorganization and Charter Conversion will act in accordance
with the Plan of Reorganization and the Plan of Charter Conversion. We express
no opinion concerning the effects, if any, of variations from the foregoing.
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OPINION
Based on the foregoing, we are of the opinion that, for purposes of the
Connecticut Corporate Business Tax only:
1. No gross income, gain or loss will be recognized by the Bank (either
Mutual State Savings Bank or Mutual Federal Savings Bank ), or
Mutual Holding Company, as a result of the Reorganization and
Charter Conversion. Pursuant to Section 12-213(a)(9) of the General
Statutes, Connecticut taxable gross income is based on income as
calculated pursuant to the Internal Revenue Code of 1986, as amended
(the "Code").
2. The basis and holding period of each asset of Mutual Federal Savings
Bank held by Stock Savings Bank immediately after the Reorganization
will be the same as Mutual Federal Savings Bank's basis and holding
period for such asset immediately prior to the Reorganization.
3. No gross income, gain or loss will be recognized by any entity or
natural person holding a deposit account with the Bank as a result
of the non-transferable subscription rights to purchase the common
stock of Naugatuck Valley Financial Corporation in accordance with
the Plan of Reorganization provided that the non-transferable
subscription rights have no value as set forth in the Federal Tax
Opinion of Muldoon Murphy Faucette & Aguggia LLP
With respect to the Connecticut tax treatment of the Reorganization, we do not
express an opinion as to the sales and use, property, conveyance, or any other
non-income tax consequences thereof.
We base our opinion upon the General Statutes and the Code, the regulations
issued thereunder, and relevant administrative interpretations and judicial
precedents as of the date hereof. There can be no assurance that positions
contrary to those set forth in our opinion may not be taken by the Connecticut
Department of Revenue Services or that a court considering the issues would not
make a determination contrary or inconsistent with our opinions. Also, if there
is any change in the applicable law or regulations, or administrative or
judicial interpretations thereof, any or all of the opinions expressed herein
may become in applicable. We undertake no responsibility to update this opinion
if such events occur.
No opinions should be inferred as to any other matters or as to the tax
treatment of the transactions that we do not specifically address. We express no
opinion as to other Connecticut laws or as to factual or legal matters other
than as set forth herein.
This opinion is given solely for the benefit of the parties to the Plan of
Reorganization, the Plan of Charter Conversion, the shareholders of Stock
Savings Bank and Eligible Account Holders, Supplemental Eligible Account
Holders, and other investors who purchase shares pursuant to the Plan of
Reorganization, and may not be relied upon by any other party or entity or
referred to in any document without our express written consent.
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We consent to the filing of this opinion as an exhibit to Forms MHC-1, MHC-2 and
H-(e)1-S filed with the Office of Thrift Supervision and as an exhibit to the
registration statement on Form S-1 filed by Naugatuck Valley Financial
Corporation with the Securities and Exchange Commission in connection with the
Reorganization, and to the reference thereto in the prospectus included in the
registration statement on Form S-1 under the headings "The Reorganization and
Stock Issuance - Material Income Tax Consequences" and "Legal and Tax Opinions."
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.
Very truly yours,
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