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EXHIBIT 8.2
[LOGO]
CROWE CHIZEK
October 13, 1998
Board of Directors
ComFed, M.H.C.
Community Savings Bankshares, Inc. (Federal)
Community Savings Bankshares, Inc. (Delaware)
Community Savings, F.A.
660 U.S. Highway One
North Palm Beach, Florida 33408
Re: Florida Income and Franchise Tax Opinion relating to the Plan of
Conversion, as amended, of ComFed, M.H.C. and the Agreement and Plan of
Reorganization between ComFed, M.H.C., Community Savings Bankshares,
Inc. (a federally chartered corporation), Community Savings Bankshares,
Inc. (a Delaware corporation), and Community Savings, F.A. dated as of
July 28, 1998, as amended on August 31, 1998
Ladies and Gentlemen:
In accordance with your request, we render our opinion relating to the Florida
income and franchise tax ("Florida tax") consequences of the proposed conversion
and reorganization of ComFed, M.H.C., Community Savings Bankshares, Inc. (a
federally chartered corporation), Community Savings Bankshares, Inc. (a Delaware
corporation), and Community Savings, F.A.
Statement of Facts
The facts and circumstances surrounding the proposed conversion and
reorganization are quite detailed and are described at length in the Plan of
Conversion, the Plan of Reorganization, and the Federal Tax Opinion issued by
Elias, Matz, Tiernan & Herrick, L.L.P. However, a brief summary of the proposed
conversion and reorganization is as follows:
ComFed, M.H.C. ("Mutual Holding Company"), a federally chartered mutual holding
company, owns 51.34% of the outstanding common stock of Community Savings
Bankshares, Inc. ("Mid-Tier Holding Company"), a federally chartered stock
middle-tier holding company. The remaining 48.66% of the outstanding common
stock of Mid-Tier Holding Company is owned by Public Shareholders. Community
Savings, F.A. ("Association"), a federally chartered stock savings association,
is a wholly owned subsidiary of Mid-Tier Holding Company.
For what are stated to be valid business reasons, Mutual Holding Company,
Mid-Tier Holding Company, and Association will complete a series of three
mergers resulting in the Public Shareholders owning 100% of a newly-formed
Delaware stock holding company, Community Savings Bankshares, Inc. ("Holding
Company"), which will own 100% of the outstanding common stock of Association.
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October 13, 1998
Board of Directors
ComFed, M.H.C.
Page 2
Opinion
You have provided us with a copy of the federal income tax opinion of the
proposed transactions prepared by Elias, Matz, Tiernan & Herrick, L.L.P., dated
October 13, 1998 ("Federal Tax Opinion") in which they have opined that the
proposed conversion and reorganization will be transactions described in Section
368(a)(1)(F) and Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as
amended.
Our opinion regarding the Florida tax consequences is based on the facts and
incorporates the capitalized terms contained in the Federal Tax Opinion. Our
opinion on the Florida tax consequences assumes that the final federal income
tax consequences of the proposed transactions will be those outlined in the
Federal Tax Opinion.
Should it finally be determined that the facts and the federal income tax
consequences are not as outlined in the Federal Tax Opinion, the Florida tax
consequences and our Florida tax opinion will differ from what is contained
herein. Our opinion is based on the Florida Income Tax Code and the regulations
thereunder, which are subject to change.
Our opinion adopts and relies upon the facts, assumptions, and conclusions as
set forth in the Federal Tax Opinion. Based upon that information, we render the
following opinion with respect to the Florida tax consequences of the proposed
transaction.
(1) Interim M.H.C. and Interim Holding will recognize no gain or loss
pursuant to Merger 1 and Merger 2.
(2) No gain or loss will be recognized by Association upon the receipt of
the assets of Interim Holding and Interim M.H.C. in Merger 1 and Merger
2, respectively.
(3) No gain or loss will be recognized by Interim upon the transfer of its
assets to the Association pursuant to Merger 3.
(4) No gain or loss will be recognized by Association upon the receipt of
the assets of Interim.
(5) No gain or loss will be recognized by Holding Company upon the receipt
of the Association stock solely in exchange for the Holding Company
Common Stock.
(6) No gain or loss will be recognized by Mid-Tier Holding Company Public
Shareholders upon the receipt of the Holding Company Common Stock.
(7) The basis of the Holding Company stock received by the Public
Shareholders will be the same as the basis of the Mid-Tier Holding
Company Common Stock surrendered before giving effect to any payment of
cash in lieu of fractional shares.
(8) The holding period of the Holding Company Common Stock to be received
by the Public Shareholders will include the holding period of the
Mid-Tier Holding Company Common
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October 13, 1998
Board of Directors
ComFed, M.H.C.
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Stock, provided that the Mid-Tier Holding Company Common Stock was held
as a capital asset on the date of the exchange.
(9) No gain or loss will be recognized by the Holding Company upon the sale
of the Holding Company Common Stock to investors.
(10) The Eligible Account Holders, Supplemental Account Holders, and Other
Members will recognize gain, if any, upon the issuance to them of: (i)
withdrawable savings accounts in Association following the Conversion
and Reorganization; (ii) the liquidation account interests at the
Association; and (iii) nontransferable subscription rights to purchase
conversion stock, but only to the extent of the value, if any, of the
subscription rights.
(11) The tax basis to the holders of Conversion Stock purchased in the
Offerings will be the amount paid therefor, and the holding period for
such shares will begin on the date of exercise of the subscription
rights if purchased through the exercise of subscription rights. If
purchased in the Community Offering or Eligible Public Shareholders
Offering, the holding period for such stock will begin on the day after
the date of purchase.
Our opinion is based upon legal authorities currently in effect, which
authorities are subject to modification or challenge at any time and perhaps
with retroactive effect. Further, no opinion is expressed under the provisions
of any of the other sections of the Florida Income Tax Code and Regulations
which may also be applicable thereto or to the tax treatments of any conditions
existing at the time of, or effects resulting from, the transaction which are
not specifically covered by the opinions set forth above.
If any fact contained in this opinion letter or the Federal Tax Opinion changes
to alter the federal tax treatment, it is imperative we be notified to determine
the effect on the Florida tax consequences, if any.
Consent
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-1 ("Form S-1") to be filed by the Holding
Company with the Securities and Exchange Commission, and as an exhibit to the
Mutual Holding Company's Application for Conversion on the Form AC as filed with
the OTS ("Form AC"), and to the references to our firm in the Prospectus which
is part of both the Form S-1 and the Form AC.
Very truly yours,
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP