EXHIBIT 8.3
RP FINANCIAL, LC
[Financial Services Industry Consultants - Letterhead]
September 18, 1997
Board of Directors
Guaranty Federal Savings Bank
Guaranty Federal Bancshares, M.H.c.
Guaranty Federal Bancshares, Inc.
0000 Xxxx Xxxxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Re: Plan of Conversion: Subscription Rights
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Gentlemen:
All capitalized terms no otherwise defined in this letter have the
meanings given such terms in the Plan of Conversion (the "Plan") adopted by the
Boards of Directors of Guaranty Federal Savings Bank (the "Bank") and Guaranty
Federal Bancshares, M.H.C. (the "Mutual Holding Company"). Pursuant to the Plan,
Guaranty Federal Bancshares, Inc. (the "Company") will offer and sell the
Conversion Stock.
We understand that "subscription rights" to purchase shares of the
Conversion Stock are to be issued to (i) Eligible Account Holders; (ii) the
ESOP; (iii) Supplemental Eligible Account Holders; and (iv) Other Members
collectively referred to as the "Recipients". Based solely upon our observation
that the subscription rights will be available to such Recipients without cost,
will be legally non-transferable and of short duration, and will afford the
Recipients the right only to purchase shares of Conversion Stock at the same
price as will be paid by members of the general public in the Community Offering
and Syndicated 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:
(1) the subscription rights will have no ascertainable market value;
and,
(2) the price at which the subscription rights are exercisable will
not e 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 Company's value alone. Accordingly, no
assurance can be given that persons who subscribe to shares of Conversion Stock
in the conversion will thereafter be able to buy or sell such shares at the same
price paid in the Subscription Offering.
Sincerely,
/s/Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Vice President
