Common use of Conditions to Xxxxx’ Obligations Clause in Contracts

Conditions to Xxxxx’ Obligations. Xxxx'x obligations hereunder, as to the Shares to be issued at the Closing Date, are subject, to the extent not waived by Xxxx, to the condition that all representations and warranties of the Company and the Association herein are, at and as of the commencement of the Offering and at and as of the Closing Date, true and correct in all material respects, the condition that the Company and the Association shall have performed all of their obligations hereunder to be performed on or before such dates, and to the following further conditions: (a) At the Closing Date, the Company and the Association shall have conducted the Conversion in all material respects in accordance with the Plan, the Conversion Regulations, and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Conversion imposed upon them by the OTS. (b) The Registration Statement shall have been declared effective by the Commission, the Conversion Application approved by the OTS, and the Holding Company Application approved by the OTS not later than 5:30 p.m. on the date of this Agreement, or with Xxxx'x consent at a later time and date; and at the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefore initiated or threatened by the Commission, or any state authority and no order or other action suspending the authorization of the Prospectus or the consummation of the Conversion shall have been issued or proceedings therefore initiated or, to the Company's or the Association's knowledge threatened by the Commission, the OTS or any state authority. (c) At the Closing Date, Xxxx shall have received: (1) The favorable opinion, dated as of the Closing Date and addressed to Xxxx and for its benefit, of Breyer & Aguggia, special counsel for the Company and the Association, in form and substance to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus. (ii) The Association is organized and is validly existing as a federally chartered savings association in mutual form of organization and upon the Conversion will become a duly organized and validly existing federally chartered savings association in capital stock form of organization, in both instances duly authorized to conduct its business and own its property as described in the Registration Statement and Prospectus. All of the outstanding capital stock of the Association will be duly authorized and, upon payment therefor, will be validly issued, fully paid and non-assessable and will be owned by the Company, free and clear of any liens, encumbrances, claims or other restrictions. (iii) The Association is a member of the FHLB-Seattle. The Association is an insured depository institution under the provisions of Section 4(a) of the Federal Deposit Insurance Act, as amended, and no proceedings for the termination or revocation of such insurance are pending or, to such counsel's Actual Knowledge, threatened; the description of the liquidation account as set forth in the Prospectus under the caption "The Conversion-Liquidation Rights" to the extent that such information constitutes matters of law and legal conclusions has been reviewed by such counsel and is accurate in all material respects. (iv) Upon consummation of the Conversion, the authorized, issued and outstanding capital stock of the Company will be within the range set forth in the Prospectus under the caption "Capitalization," and except for shares issued upon incorporation of the Company, no shares of Common Stock have been issued prior to the Closing Date; at the time of the Conversion, the Shares subscribed for pursuant to the Offering will have been duly and validly authorized for issuance, and when issued and delivered by the Company pursuant to the Plan against payment of the consideration calculated as set forth in the Plan and the Prospectus, will be duly and validly issued and fully paid and non-assessable; except for subscription rights granted pursuant to the Plan the issuance of the Shares is not subject to preemptive rights and the terms and provisions of the Shares conform in all material respects to the description thereof contained in the Prospectus. To such counsel's Actual Knowledge, upon the issuance of the Shares, good title to the Shares will be transferred from the Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third-party claimants. (v) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Company and the Association; and this Agreement is a valid and binding obligation of the Company and the Association, enforceable in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally or the rights of creditors of savings associations and their holding companies, (ii) general equitable principles, (iii) laws relating to the safety and soundness of insured depository institutions, and (iv) applicable law or public policy with respect to the indemnification and/or contribution provisions contained herein, and except that no opinion need to be expressed as to the effect or availability of equitable remedies or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law). (vi) The Conversion Application has been approved by the OTS and the Prospectus has been authorized for use by the OTS. The OTS has approved the Holding Company Application and issued its letter of approval under the SLHCA, and the purchase by the Company of all of the issued and outstanding capital stock of the Association has been authorized by the OTS and no action has been taken, and to such counsel's Actual Knowledge, none is pending or threatened, to revoke any such authorization or approval. (vii) The Plan has been duly adopted by the required vote of the directors of the Company and the Association and, based upon the certificate of the inspector of election, by the members of the Association. (viii) Subject to the satisfaction of the conditions to the OTS approval of the Conversion, no further approval, registration, authorization, consent or other order of or notice to any federal agency is required in connection with the execution and delivery of this Agreement, the issuance of the Shares and the consummation of the Conversion, except as may be required under the securities or blue sky laws of various jurisdictions (as to which no opinion need be rendered) and except as may be required under the rules and regulations of the NASD and/or the Nasdaq National Market (as to which no opinion need be rendered). (ix) The Registration Statement is effective under the 1933 Act and no stop order suspending the effectiveness has been issued under the 1933 Act or proceedings therefor initiated or, to such counsel's Actual Knowledge, threatened by the Commission. (x) At the time the Conversion Application, including the Prospectus contained therein, was approved by the OTS, the Conversion Application, including the Prospectus contained therein, complied as to form in all material respects with the requirements of the Home Owners' Loan Act, as amended ("HOLA") and all applicable rules and regulations promulgated thereunder, including the Conversion Regulations (other than the financial statements, the notes thereto, and other tabular, financial, statistical and appraisal data included therein, as to which no opinion need be rendered). (xi) At the time that the Registration Statement became effective, (i) the Registration Statement (as amended or supplemented, if so amended or supplemented) (other than the financial statements, the notes thereto and other tabular, financial, statistical and appraisal data included therein, as to which no opinion need be rendered) complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and (ii) the Prospectus (other than the financial statements, the notes thereto and other tabular, financial, statistical and appraisal data included therein, as to which no opinion need be rendered) complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. (xii) The terms and provisions of the Shares of the Company conform, in all material respects, to the description thereof contained in the Registration Statement and Prospectus, and the form of certificate used to evidence the Shares is in due and proper form. (xiii) There are no legal or governmental proceedings pending or to such counsel's Actual Knowledge, threatened which are required to be disclosed in the Registration Statement and Prospectus, other than those disclosed therein, and to such counsel's Actual Knowledge, all pending legal and governmental proceedings to which the Company, the Association or Dime is a party or of which any of their property is the subject, which are not described in the Registration Statement and the Prospectus, including ordinary routine litigation incidental to the Company's, the Association's or Dime's business, are, considered in the aggregate, not material. (xiv) To such counsel's Actual Knowledge, there are no material contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Conversion Application, the Registration Statement or the Prospectus or required to be filed as exhibits thereto other than those described or referred to therein or filed as exhibits thereto. The description in the Conversion Application, the Registration Statement and the Prospectus of such documents and exhibits is accurate in all material respects and fairly presents the information required to be shown. (xv) To such counsel's Actual Knowledge, the Company and the Association have conducted the Conversion, in all material respects, in accordance with all applicable requirements of the Plan the Conversion Regulations and the HOLA and the Plan complies in all material respects with, the Conversion Regulations and the HOLA, and all decisions and orders issued thereunder (except where a written waiver has been received); no order has been issued by the OTS, the Commission or any state authority to suspend the Offering or the use of the Prospectus, and no action for such purposes has been instituted or, to such counsel's Actual Knowledge, threatened by the OTS or the Commission or any state authority and, to such counsel's Actual Knowledge, no person has sought to obtain regulatory or judicial review of the final action of the OTS approving the Plan, the Conversion Application, the Holding Company Application or the Prospectus. (xvi) To such counsel's Actual Knowledge, the Company, the Association and Dime have obtained all material federal licenses, permits and other governmental authorizations currently required under the HOLA and the Federal Deposit Insurance Act and all applicable rules and regulations promulgated thereunder for the conduct of their businesses and to such counsel's Actual Knowledge all such licenses, permits and other governmental authorizations are in full force and effect, and the Company, the Association and Dime are in all material respects complying therewith, except whether the failure to have such licenses, permits and other governmental authorizations or the failure to be in compliance therewith would not have a material adverse affect on the business or operations of the Association, the Company and Dime, taken as a whole. (xvii) To such counsel's Actual Knowledge, neither the Company, nor the Association is in violation of its articles of incorporation, bylaws, or charter, as applicable, or, to such counsel's Actual Knowledge, in default or violation of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or its property may be bound except for such defaults or violations which would not have a material adverse impact on the financial condition or results of operations of the Company, the Association and Dime on a consolidated basis; to such counsel's Actual Knowledge, the execution and delivery of this Agreement, the occurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or the Association pursuant to any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or the Association is a party or by which any of them may be bound, or to which any of the property or assets of the Company or the Association is subject (other than the establishment of a liquidation account), and such action will not result in any violation of the provisions of the articles of incorporation, bylaws or charter, as applicable, of the Company or the Association or any applicable federal law, act, regulation (except that no opinion need be rendered with respect to the securities or blue sky laws of various jurisdictions or the rules and regulations of the NASD and/or the Nasdaq National Market) or order or court order, writ, injunction or decree naming the Company or the Association. (xviii) The Company' articles of incorporation and bylaws comply in all material respects with the General Corporation Law of the State of Delaware ("Delaware Law"). The Association's charter and bylaws in mutual form and, upon the completion of the Conversion, in stock form, comply in all material respects with the Home Owners' Loan Act and the rules and regulations of the OTS. (xix) To such counsel's Actual Knowledge, neither the Company nor the Association is in violation of any directive from the OTS to make any material change in the method of conducting its respective business. (xx) The information in the Prospectus under the captions "Regulation," "The Conversion," "Restrictions on Acquisition of the Holding Company" and "Description of Capital Stock of the Holding Company," to the extent that such information constitutes matters of law, summaries of legal matters, documents or proceedings, or legal conclusions, has been reviewed by such counsel and is correct in all material respects. The description of the Conversion process under the caption "The Conversion" in the Prospectus has been reviewed by such counsel and is in all material respects correct. The discussion of statutes or regulations described or referred to in the Prospectus are accurate summaries and fairly present the information required to be shown. The information regarding the federal tax opinion under the caption "The Conversion-Tax Effects" has been reviewed by such counsel and constitutes a correct summary of the opinion rendered by such counsel to the Company and the Association with respect to such matters. In giving such opinion, such counsel may rely as to all matters of fact on certificates of officers or directors of the Company and the Association and certificates

Conditions to Xxxxx’ Obligations. Xxxx'x obligations -------------------------------- hereunder, as to the Shares to be issued at the Closing Date, are subject, to the extent not waived by Xxxx, to the condition that all representations and warranties of the Company and the Association herein are, at and as of the commencement of the Offering and at and as of the Closing Date, true and correct in all material respects, the condition that the Company and the Association shall have performed all of their obligations hereunder to be performed on or before such dates, and to the following further conditions: (a) At the Closing Date, the Company and the Association shall have conducted the Conversion in all material respects in accordance with the Plan, the Conversion Regulations, Regulations and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Conversion imposed upon them by the OTS. (b) The Registration Statement shall have been declared effective by the Commission, and the Conversion Application approved by the OTS, and the Holding Company Application approved by the OTS not later than 5:30 p.m. on the date of this Agreement, or with Xxxx'x consent at a later time and date; and at the Closing Date, the Holding Company Application shall have been approved by the OTS and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefore initiated or threatened by the Commission, or any state authority and no order or other action suspending the authorization of the Prospectus or the consummation of the Conversion shall have been issued or proceedings therefore initiated or, to the Company's or the Association's knowledge threatened by the Commission, the OTS or any other federal or state authority. (c) At the Closing Date, Xxxx shall have received: (1) The favorable opinion, dated as of the Closing Date and addressed to Xxxx and for its benefit, of Breyer & AguggiaXxxxxx Xxxxx, L.L. P., special counsel for the Company and the Association, in form and substance to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction where it owns or leases any material properties or conducts any material business as described in the Registration Statement and the Prospectus, unless the failure to so qualify would not have a material adverse effect on the consolidated financial condition, results of operations or business of the Company. (ii) The Association is organized and is validly existing as a federally chartered savings and loan association in mutual form of organization and upon the Conversion will become a duly an organized and validly existing federally chartered savings association Association in capital stock form of organization, in both instances duly authorized to conduct its business and own its property as described in the Registration Statement and Prospectus. All of the outstanding capital stock of the Association will be duly authorized and, upon payment therefor, will be validly issued, fully paid and non-assessable and and, to the best of such counsel's knowledge, will be owned by the Company, free and clear of any liens, encumbrances, claims or other restrictions. (iii) The Association is a member of the FHLB-SeattleCincinnati. The Association is an insured depository institution under the provisions of Section 4(a) of the Federal Deposit Insurance FDI Act, as amended, and no proceedings for the termination or revocation of such insurance are pending orare, to the best of such counsel's Actual Knowledgeknowledge, pending or threatened; the description of the liquidation account as set forth in the Prospectus under the caption "The Conversion-Conversion- Liquidation Rights" to the extent that such information constitutes matters of law and legal conclusions has been reviewed by such counsel and is accurate in all material respects. (iv) Upon consummation of the Conversion, and issuance of the Foundation Shares to the Foundation immediately upon completion thereof, subject to compliance with all conditions imposed upon the Foundation and the contribution thereto by the OTS under the terms of the OTS's approval of the Conversion, the authorized, issued and outstanding capital stock of the Company will be within the range set forth in the Prospectus under the caption "Capitalization," and except for shares issued upon incorporation of the Company, which such shares will be canceled upon the successful consummation of the Conversion, no shares of Common Stock have been issued prior to the Closing Date; at the time of the Conversion, the Shares subscribed for pursuant to and the Offering Foundation Shares will have been duly and validly authorized for issuance, and when the Shares have been issued and delivered by the Company pursuant to the Plan against payment of the consideration calculated as set forth in the Plan and the Prospectus, and when the Foundation Shares have been issued and contributed by the Company pursuant to the Gift Instrument will be duly and validly issued and fully paid and non-non- assessable; except for subscription rights granted pursuant to the Plan the issuance of the Shares and the Foundation Shares is not subject to statutory preemptive rights (except for Subscription Rights granted pursuant to the Plan) and the terms and provisions of the Shares and the Foundation Shares conform in all material respects to the description thereof contained in the Prospectus. To the best of such counsel's Actual Knowledgeknowledge, upon the issuance of the Shares and the Foundation Shares, good title to the Shares and the Foundation Shares will be transferred from the Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third-party claimants. (v) The OTS has approved the Holding Company Application and, to the best of such counsel's knowledge, no action is pending or threatened respecting the Holding Company Application or the acquisition by the Company of all of the Association's issued and outstanding capital stock; the Holding Company Application complies as to form in all material respects with the HOLA. (vi) The OTS has approved the Conversion Application and, to the best of such counsel's knowledge, no action is pending or threatened respecting the OTS's approval of the Conversion Application; the Conversion Application complies as to form in all material respects with the Conversion Regulations except in such instances wherein the OTS has waived such compliance. (vii) The execution and delivery of this the Agreement and the consummation of the transactions contemplated hereby hereby, including the establishment of the Foundation and the issuance and contribution thereto of the Foundation Shares pursuant to the Gift Instrument, have been duly and validly authorized by all necessary action on the part of the Company and the Association; and this the Agreement is a valid and binding obligation of the Company and the Association, enforceable in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws now or hereafter in effect relating to or affecting the enforcement enforceability of creditors' the rights of creditors generally or the rights of creditors of federally chartered savings and loan associations and their holding companies, (ii) general equitable principlesprinciples of equity, (iii) laws relating to the safety and soundness of insured depository institutions, and (iv) applicable law or public policy with respect to the indemnification and/or contribution provisions contained herein, and except that no opinion need to be expressed as to the effect or availability of equitable remedies or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law); and such action will not result in any violation of the provisions of the articles of incorporation, bylaws or charter, as applicable, of the Company or the Association or any applicable federal law, act, or regulation. (viviii) The Conversion Application has been approved by Plan, including the OTS establishment of and the Prospectus has been authorized for use by the OTS. The OTS has approved the Holding Company Application and issued its letter of approval under the SLHCA, and the purchase by the Company of all issuance of the issued and outstanding capital stock of Foundation Shares to the Association has been authorized by the OTS and no action has been takenFoundation, and to such counsel's Actual Knowledge, none is pending or threatened, to revoke any such authorization or approval. (vii) The Plan has been duly adopted and approved by the required vote of the directors of the Company and the Association and, based upon the certificate of the inspector of election, approved by the voting members of the Association. (viiiix) Subject to the satisfaction of the conditions to the OTS OTS' approval of the Conversion, no further approval, registration, authorization, consent or other order of any public board or notice to any federal agency body is required in connection with the execution and delivery of this the Agreement, the issuance of the Shares, the establishment of and issuance of the Foundation Shares to the Foundation and the consummation of the Conversion, except as may be required under the securities or blue sky laws of various jurisdictions (as to which no opinion need be rendered) and except as may be required under the rules and regulations of the NASD and/or the Nasdaq National Market (as to which no opinion need be rendered). (ixx) The Registration Statement is effective under the 1933 Act and no stop order suspending the effectiveness has been issued under the 1933 Act or proceedings therefor initiated or, to the best of such counsel's Actual Knowledgeknowledge, proceedings therefor pending or threatened by the Commission. (xxi) At the time the Conversion Application, including the Prospectus contained therein, was approved by the OTS, the Conversion Application, including the Prospectus contained therein, complied as to form in all material respects with the requirements of the Home Owners' Loan ActConversion Regulations, as amended ("HOLA") federal law and all applicable rules and regulations promulgated thereunder, including the Conversion Regulations thereunder (other than the financial statements, the notes thereto, and other tabular, financial, financial statistical and appraisal data included therein, as to which no opinion need be rendered). (xixii) At the time that the Registration Statement became effective, (i) the Registration Statement (as amended or supplemented, if so amended or supplemented) (other than the financial statements, the notes thereto and other tabular, financial, statistical and appraisal data included thereintherein or omitted therefrom, as to which no opinion need be rendered) complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and (ii) the Prospectus (other than the financial statements, the notes thereto and other tabular, financial, statistical and appraisal data included thereintherein or omitted therefrom, as to which no opinion need be rendered) complied as to form in all material respects with the requirements of the 1933 Act and Act, the 1933 Act Regulations, the Conversion Regulations and federal law. (xiixiii) The terms and provisions of the Shares of the Company conform, in all material respects, to the description thereof contained in the Registration Statement and Prospectus, and the form of certificate used to evidence the Shares is in due and proper formcomplies with applicable law. (xiiixiv) There are no legal or governmental proceedings pending or to such counsel's Actual Knowledge, threatened which are required to be disclosed The descriptions in the Registration Statement and ProspectusConversion Application, other than those disclosed therein, and to such counsel's Actual Knowledge, all pending legal and governmental proceedings to which the Company, the Association or Dime is a party or of which any of their property is the subject, which are not described in the Registration Statement and the Prospectus, including ordinary routine litigation incidental to Prospectus of the Company's, the Association's or Dime's business, are, considered in the aggregate, not material. (xiv) To such counsel's Actual Knowledge, there are no material contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Conversion Application, the Registration Statement or the Prospectus or required to be filed as exhibits thereto other than those described or referred to therein or filed as exhibits thereto. The description in the Conversion Application, the Registration Statement and the Prospectus of such documents and exhibits is are accurate in all material respects and fairly presents present the information required to be shown. (xv) To the best of such counsel's Actual Knowledgeknowledge, the Company and the Association have conducted the Conversion, Conversion and the establishment and funding of the Foundation in all material respects, respects in accordance with all applicable requirements of the Plan the Conversion Regulations and the HOLA and the Plan complies in all material respects withPlan, the Conversion Regulations and the HOLARegulations, HOLA and all other applicable regulations, decisions and orders issued thereunder (except where a written waiver has been received); no order has been issued thereunder, including all material applicable terms, conditions, requirements and conditions precedent to the Conversion imposed upon the Company or the Association by the OTS, the Commission or any state authority to suspend the Offering or the use of the Prospectus, and no action for such purposes has been instituted orOTS and, to the best of such counsel's Actual Knowledge, threatened by the OTS or the Commission or any state authority and, to such counsel's Actual Knowledgeknowledge, no person has sought to obtain regulatory or judicial review of the final action of the OTS in approving the Plan, or not objecting to the Conversion Application, Application (which includes the Plan which provides for the establishment of the Foundation) or of the OTS in approving the Holding Company Application or the ProspectusApplication. (xvi) To the best of such counsel's Actual Knowledgeknowledge, the Company, Company and the Association and Dime have obtained all material federal licenses, permits and other governmental authorizations currently required under the HOLA and the Federal Deposit Insurance Act and all applicable rules and regulations promulgated thereunder for the conduct of their businesses and to the best of such counsel's Actual Knowledge knowledge all such licenses, permits and other governmental authorizations are in full force and effect, and the Company, Company and the Association and Dime are in all material respects complying therewith, except whether where the failure to have such licenses, permits and other governmental authorizations or the failure to be in compliance therewith would not have a material adverse affect on the business or operations of the Association, Association and the Company and DimeCompany, taken as a whole. (xvii) To such counsel's Actual Knowledge, neither the Company, nor the Association is in violation of its articles of incorporation, bylaws, or charter, as applicable, or, to such counsel's Actual Knowledge, in default or violation of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or its property may be bound except for such defaults or violations which would not have a material adverse impact on the financial condition or results of operations of the Company, the Association and Dime on a consolidated basis; to such counsel's Actual Knowledge, the execution and delivery of this Agreement, the occurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or the Association pursuant to any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or the Association is a party or by which any of them may be bound, or to which any of the property or assets of the Company or the Association is subject (other than the establishment of a liquidation account), and such action will not result in any violation of the provisions of the articles of incorporation, bylaws or charter, as applicable, of the Company or the Association or any applicable federal law, act, regulation (except that no opinion need be rendered with respect to the securities or blue sky laws of various jurisdictions or the rules and regulations of the NASD and/or the Nasdaq National Market) or order or court order, writ, injunction or decree naming the Company or the Association. (xviii) The Company' articles 's certificate of incorporation and bylaws comply in all material respects with the Delaware General Corporation Law of the State of Delaware ("Delaware Law"). The Association's charter and bylaws in mutual form and, upon the completion of the Conversion, in stock form, comply in all material respects with the Home Owners' Loan Act HOLA and the rules and regulations of the OTSregulation promulgated thereunder. (xixxviii) To the best of such counsel's Actual Knowledgeknowledge, neither the Company nor the Association is in violation of any directive from the OTS or the FDIC to make any material change in the method of conducting its respective business. (xxxix) The information in the Prospectus under the captions "RegulationRisk Factors," "Federal and State Taxation," (with respect to Federal taxation only) "Regulation and Supervision," "The Conversion," "Restrictions on Acquisition of the Holding Company and the Association," "Description of Capital Stock of the Company" and "Description of Capital Stock of the Holding Company,Association" to the extent that such information constitutes matters of law, summaries of legal matters, documents or proceedings, or legal conclusions, has been reviewed by such counsel and is correct in all material respects. The description of the Conversion process under the caption "The Conversion" in the Prospectus has been reviewed by such counsel and is in all material respects correct. The discussion of Delaware and Federal statutes or regulations described or referred to in the Prospectus are accurate summaries and fairly present the information required to be shownsummaries. The information regarding the federal tax opinion under the caption "The Conversion-Tax Effects" has been reviewed by such counsel and constitutes a correct an accurate summary of the opinion rendered by such counsel to the Company and the Association with respect to such matters. In giving such opinion, such counsel may rely as matters subject to all matters of fact on certificates of officers or directors of the Company qualifications and the Association and certificateslimitations noted therein.