EXHIBIT 8.2

                        [GEO. S. OLIVE & CO. LETTERHEAD]

May 12, 1997



Board of Directors
Montgomery Savings, A Federal Association
119 E. Main Street
P. O. Box 776
Crawfordsville, IN  47933-0776

Gentlemen:

This document sets forth our opinion  regarding the State of Indiana  income tax
consequences  of the proposed  conversion of Montgomery  Mutual Holding  Company
("Mutual")  from the mutual  form of  organization  to a federal  interim  stock
savings bank (Interim) and the simultaneous  merger of Interim with and into the
Savings  Association.  The second  transaction is the acquisition of the Savings
Association  by the  Holding  Company  by means  of the  merger  of the  Savings
Association  with a federal  interim  stock savings  institution,  which will be
organized as a wholly-owned subsidiary of the Holding Company.

Capitalized  terms used herein which are not  expressly  defined  shall have the
meaning  ascribed  to  them in the  Plan of  Conversion  Agreement  and  Plan of
Reorganization.


Scope of Opinion

In arriving at our opinion,  we have relied solely upon the factual  information
contained in the Plan of Conversion as detailed in the  Securities  and Exchange
Commission Form S-1 Registration Statement, the May 12, 1997 federal tax opinion
letter from Silver, Freedman & Taff, L.L.P., the representations  concerning the
proposed transaction by Mutual management delineated in the May 12, 1997 federal
tax opinion letter (of the law firm Silver,  Freedman & Taff, L.L.P.), and other
representations and discussions with Mutual management.


Opinion

Based solely on the factual information contained in the aforementioned sources,
and  representations  of Mutual  management,  in our view the proposed merger of
Montgomery  Mutual  Association  into  Montgomery  Savings  Association  and the
merging of  Montgomery  Savings  Association  into  Montgomery  Interim  Savings
Association will






Board of Directors
Montgomery Mutual Holding Company
May 12, 1997
Page 2



each constitute a reorganization transaction for State of Indiana purposes under
the  principles  of IRC  Section  368(a)(1)(A)  and  IRC  Section  368(a)(1)(E),
respectively.


Other Limitations of Opinion

No opinion is expressed  concerning the income tax treatment of the  transaction
under any provision of federal law or any other state taxing jurisdiction, or as
to the tax treatment of any conditions existing at the time of, or effects from,
the transaction not specifically discussed above.

Please contact us with your questions or comments on the foregoing.

Very truly yours,

GEO.  S. OLIVE & CO. LLC

/s/ Douglas E. Born

Douglas E. Born, CPA
Firm Member
(317) 383-3680