Exhibit 8.3
[XXXXXXXX & CO., LLP LETTERHEAD]
December 31, 1996
Board of Directors
Rocky Ford Federal Savings and Loan Association
of Colorado
000 Xxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxx 00000
Plan of Conversion, Subscription Rights
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Dear Directors:
Terms used in this letter not otherwise defined herein have the same
meanings for such terms in the Plan of Conversion adopted by the Board of
Directors of Rocky Ford Federal Savings and Loan Association of Colorado, Rocky
Ford, Colorado ("Rocky Ford Federal" or the "Association"), under which the
Association will convert from a mutual savings and loan association to a stock
savings and loan association and issue all of the Association's stock to Rocky
Ford Financial, Inc. (the "Holding Company"). Simultaneously, the Holding
Company will issue shares of common stock.
We understand that in accordance with the Plan of Conversion, Subscription
Rights to purchase shares of Common Stock in the Holding Company are to be
issued to (1) Eligible Account Holders, (2) The Association's tax qualified
employee 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 to be paid by members of the general public in
the Community Offering, but without undertaking any independent investigation of
state or federal laws or the position of the Internal Revenue Service with
respect to such issue, we are of the belief 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 (e.g.,
natural disasters or significant global events) occur from time to time and may
materially affect the value of thrift stocks as a whole or the Holding Company's
value. Accordingly, no assurance can be given that persons
who subscribe to shares of Common Stock in the Conversion will thereafter be
able to sell such shares at the same price paid in the Subscription Offering.
Sincerely,
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Principal
