Exhibit 8.3
March 6, 1998
Board of Trustees
The Xxxxxx City Savings Institution
One Xxxxxx City Centre
Hudson, New York 12534
Re: Plan of Conversion: Subscription Rights
The Xxxxxx City Savings Institution
----------------------------------------
Ladies and Gentlemen:
All capitalized terms not otherwise defined in this letter have the
meanings given such terms in the Plan of Conversion adopted by the Board of
Trustees of The Xxxxxx City Savings Institution ("HCSI" or the "Bank") whereby
the Bank will convert from a New York state chartered mutual savings bank to a
New York state chartered stock savings bank and issue all of the Bank's
outstanding capital stock to Xxxxxx River Bancorp, 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) 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 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/ Xxxxxx X. Xxxxxxx
---------------------
Xxxxxx X. Xxxxxxx
President
