EXHIBIT 8.2











                           [R.P. Financial Letterhead]

September 15, 2001


Board of Directors
Wayne Savings Bankshares, MHC
Wayne Savings Bancshares, Inc.
151 North Market Street
Wooster, Ohio    44691-7858

Re:      Plan of Conversion and Reorganization
         Wayne Savings Bankshares, MHC

Gentlemen:

         All capitalized terms not otherwise defined in this letter have the
meanings given such terms in the Plan of Conversion and Reorganization (the
"Plan") adopted by the Board of Directors of Wayne Savings Bankshares, M.H.C.
(the "Mutual Holding Company"). The Plan provides for the conversion of the
Mutual Holding Company into the capital stock form of organization. The Mutual
Holding Company currently owns a majority of the common stock of Wayne Savings
Bancshares, Inc., a Federal corporation and stock holding company (the "Holding
Company"), which owns 100 percent of the common stock of Wayne Savings Community
Bank (the "Bank"), an Ohio-chartered savings and loan association that is
headquartered in Wooster, Ohio. Pursuant to the Conversion, the Holding Company
will sell shares of Common Stock in an offering that will represent the
ownership interest in the Holding Company now owned by the Mutual Holding
Company.

         We understand that in accordance with the Plan, subscription rights to
purchase shares of common stock in the Holding Company are to be issued to: (1)
Eligible Account Holders; (2) the tax-qualified employee stock benefit 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 as will be paid by members of the general public in the
community offering, 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 belief that, as a factual matter:

     (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 Holding Company's value alone.
Accordingly, no assurance can be given that persons who subscribe to shares of
common stock in the subscription offering will thereafter be able to buy or sell
such shares at the same price paid in the subscription offering.

                                           Sincerely,

                                           /s/ RP Financial, LC.
                                           ---------------------
                                           RP FINANCIAL, LC.