EXHIBIT 8.3
December 11, 2001
Board of Directors
Wayne Savings Bankshares, Inc.
Wayne Savings Bankshares, M.H.C.
Wayne Savings Community Bank
151 North Market Street
Wooster, Ohio 44691
Dear Sirs:
You have asked that we provide our opinion as to the State of Ohio income and
franchise tax consequences which will result from the conversion of Wayne
Savings Bankshares, M.H.C., a federal mutual holding company into the capital
stock form of organization, effectuated pursuant to three integrated
transactions more fully described in a Federal Tax Opinion letter delivered to
you by Luse Lehman Gorman Pomerenk & Schick, A Professional Corporation, dated
2001.
Our opinions are based on the foregoing description of the facts and may be
inapplicable if the actual facts differ from this description in any material
respect. Our opinions expressed herein are limited solely to the matters
expressly set forth herein and no opinions should be inferred as to any other
matters or as to the tax treatment of the transaction discussed herein under the
provisions of any section of the Ohio Revised Code thereunder not specifically
covered herein that may also be applicable to this transaction. If there is a
change in the applicable law or interpretations of the law or regulations, any
or all of the opinions expressed herein may become inapplicable. In addition,
any such change may in certain cases be applied retroactively, with adverse
effect.
Our opinions, which are based on the information contained in that document, as
well as on the provisions of the Ohio Revised Code, published administrative
guidance, and court decisions as of the date hereof, are as follows:
1. So long as the conversion of the Mid-Tier Holding Company to a
federally chartered interim stock savings association
constitutes a transaction described in Internal Revenue Code
section 368(a)(1)(F), neither the Mid-Tier Holding Company nor
the federally chartered interim stock savings association will
recognize gain or loss by reason of the conversion.
2. So long as the merger of the Mid-Tier Holding Company and the
Bank constitutes a transaction described in Internal Revenue
Code section 368(a)(1)(A), neither the Mid-Tier Holding
Company nor the Bank will recognize gain or loss by reason of
the merger.
3. So long as the merger of the Mid-Tier Holding Company and the
Bank constitutes a transaction described in Internal Revenue
Code section 368(a)(1)(A), the Mid-Tier Holding Company
shareholders will not recognize any gain or loss upon their
constructive or actual exchange of Mid-Tier Holding Company
common stock for Bank Common stock.
Board of Directors
Wayne Savings Bankshares, Inc.
Wayne Savings Bankshares, M.H.C.
Wayne Savings Community Bank
December 11, 2001
Page 2
4. So long as the conversion of the Mutual Holding Company to a
federally chartered interim stock savings association
constitutes a transaction described in Internal Revenue Code
section 368(a)(1)(F), neither the Mutual Holding Company nor
the federally chartered interim stock savings association will
recognize gain or loss by reason of the conversion.
5. So long as the merger of the Mutual Holding Company and the
Bank constitutes a transaction described in Internal Revenue
Code section 368(a)(1)(A), neither the Mutual Holding Company
nor the Bank will recognize gain or loss by reason of the
merger.
6. So long as the merger of the Mutual Holding Company and the
Bank constitutes a transaction described in Internal Revenue
Code section 368(a)(1)(A), the persons who have an interest in
the Mutual Holding Company will recognize no gain or loss upon
the receipt of an interest in the Liquidation Account in the
Bank in exchange for their voting and liquidation rights in
the Mutual Holding Company.
7. So long as the merger of the Bank and Interim Corporation
constitutes a transaction described in Internal Revenue Code
sections 368(a)(1)(A) and (a)(2)(E), neither the Bank nor
Interim Corporation will recognize gain or loss by reason of
the merger.
8. So long as the merger of the Bank and Interim Corporation
constitutes a transaction described in Internal Revenue Code
sections 368(a)(1)(A) and (a)(2)(E), the Bank shareholders
will not recognize any gain or loss upon their exchange of
Bank common stock solely for shares of the Holding Company
common stock.
9. No gain or loss will be recognized by Eligible Account Holders
and Supplemental Eligible Account Holders upon distribution to
them of subscription rights to purchase shares of Holding
Company common stock, provided that the amount to be paid for
the Holding Company common stock is equal to the fair market
value of the Holding Company common stock.
10. No gain or loss will be recognized by Holding Company on the
receipt of money in exchange for Holding Company common stock
sold in the Offering.
Very truly yours,
/s/ GRANT THORNTON LLP
- -----------------------
GRANT THORNTON LLP
/dac