[FINPRO LETTERHEAD LOGO] 26 Church Street o P.O. Box 343
Liberty Corner, NJ 07938
(908) 604-9336 o (908) 604-5951 (FAX)
finpro@cybernex.net o www.finpronj.com
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August 21, 1998
Board of Directors
Community Savings Bankshares, Inc.
660 U.S. Highway 1
North Palm Beach, Florida 33408
Dear Board Members:
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 Board of Directors of Community
Savings, F.A. (the "Association"), Community Savings Bankshares, Inc. (the
"Mid-Tier Holding Company"), and ComFed, M.H.C. (the "MHC") whereby the
Association, the Mid-Tier Holding Company and the MHC will reorganize into the
stock holding company structure form of organization, and issue shares of Common
Stock of a newly formed Delaware - chartered holding company, Community Savings
Bankshares, Inc. (the "Company") in a Subscription Offering, Eligible Public
Shareholders Offering and a Community Offering.
We understood that in accordance with the Plan, Subscription Rights to purchase
shares of the Company's Common Stock are to be issued to (i) Eligible Account
Holders; (ii) the ESOP; (iii) Supplemental Eligible Account Holders; (iv) Other
Members; and (v) directors, officers and employees of the Association,
collectively referred to as the "Recipients". Based solely on our observation
that the Subscription Rights will be available to such Recipients without cost,
will be legally non-transferable and of short duration, and will afford the
Recipients the right only to purchase shares of Common Stock at the same price
as will be paid by members of the general public in the Eligible Public
Shareholders and Community Offerings, 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 opinion 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 (such
as natural disasters or significant world events) may occur from time to time,
often with great unpredictability and may materially impact the value of thrift
stocks as a whole or the Company's value alone. Accordingly, no assurance can be
given that persons who subscribe to shares of Common Stock in the offering will
thereafter be able to buy or sell such shares at the same price paid in the
Subscription Offering.
Very Truly Yours,
FinPro, Inc.
/s/ DONALD J. MUSSO
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Donald J. Musso
President