Exhibit 8.4
XXXXXX, XXXXXXXX & XXXXXX
A LEGAL PROFESSIONAL ASSOCIATION
000 XXXX XXXXXX, XXXXX 0000
XXXXXXXXXX, XXXX 00000-0000
000-000-0000
TELECOPIER
000-000-0000
February 11, 2000
Board of Directors
HARVEST HOME FINANCIAL CORPORATION
X.X. Xxx 00000
Xxxxxxxxxx, Xxxx 00000-0000
RE: Agreement and Plan of Merger between Peoples Building, Loan and
Savings Company and Harvest Home Financial Corporation Agreement and
Plan of Merger between Peoples Building, Loan and Savings Company and
Harvest Home Financial Corporation
Gentlemen:
We have acted as counsel to Harvest Home Financial Corporation ("HHFC"), an Ohio
corporation, in connection with the proposed merger (the "Merger") of HHFC with
and into Peoples Community Bancorp ("PCB"). The conditions and terms of the
proposed Merger are contained in the "Agreement and Plan of Merger between
Peoples Building, Loan and Savings Company and Harvest Home Financial
Corporation," dated September 30, 1999 (the "Merger Agreement").
As a condition precedent to the proposed Merger, the Merger Agreement provides
at Article VI, Section 6.1(f), that this firm issue a written opinion to HHFC
concerning certain tax consequences of the proposed Merger. Accordingly, this
letter represents our written opinion as required in the Merger Agreement.
The opinions expressed in this letter are based on the existing provisions of
the Internal Revenue Code (the "Code") and regulations thereunder (both final,
proposed, and temporary) and upon current Internal Revenue Service published
rulings and existing court decisions, any of which could be changed at any time.
Any such changes may be retroactive and could significantly modify the
statements or opinions expressed in this letter. Similarly, any change in the
facts and assumptions upon which our opinions rely, could modify the
conclusions.
XXXXXX, XXXXXXXX & XXXXXX
A LEGAL PROFESSIONAL ASSOCIATION
Board of Directors
Harvest Home Financial Corporation
February 11, 2000
Page 2
We, of course, opine only as to matters we expressly set forth, and no opinions
should be inferred as to any other matters or as to the tax treatment of the
transaction that we do not specifically address. Our opinions represent our best
judgment as to the probable outcome of the tax issues discussed and are not
binding on the Internal Revenue Service. However, we can not assure that the
Service will not challenge our conclusions and prevail in the courts in such
manner as to cause adverse income tax consequences to the former HHFC
shareholders. The federal tax consequences discussed below are necessarily
general, and their application may vary depending on individual circumstances.
The following conclusions of the federal income tax consequences of the Merger
are not intended as a substitute for careful tax planning on an individual
basis. Hence, HHFC shareholders are urged to consult their professional tax
advisors with specific reference to the effect of their own particular facts and
circumstances on the matters discussed in this letter.
In connection with our opinions, we examined and are familiar with originals
or copies, certified or otherwise, of (i) the Merger Agreement, (ii) the
Registration Agreement, and (iii) such other documents as we deemed necessary
or appropriate to render our opinions. In our examination, we assumed
signatures were genuine, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, and the
authenticity of the originals of such copies. In rendering our opinions, we
relied upon certain written representations and covenants from HHFC
management ("HHFC Representation Letter"). To the extent HHFC's
Representation Letter contains legal conclusions, we have not relied on these
conclusions in forming our opinion. Any factual inaccuracies,
representations, or statements, any amendments to any documents, or any
material adverse change in the affairs of HHFC as described may have the
effect of changing all or a part of our opinions.
Based upon the foregoing, we are of the opinion that the Merger will, under
current law, regulations, and rulings constitute a tax-free reorganization under
Section 368(a)(1)(A) of the Code, and, that HHFC will be a party to the
reorganization within the meaning of Section 368(b) of the Code.
As a tax-free reorganization, the Merger will have the following federal income
tax consequences for HHFC shareholders:
1. An HHFC shareholder will generally recognize gain, but not loss, upon
the receipt of cash and shares of PCB common stock in exchange for his
or her HHFC shares. The amount of the recognized gain will be the
lesser of: (i) the realized gain, or (ii) the amount of cash received.
2. The aggregate federal income tax basis of the new PCB common stock
received by an HHFC shareholder will equal such shareholder's
aggregate federal income
XXXXXX, XXXXXXXX & XXXXXX
A LEGAL PROFESSIONAL ASSOCIATION
Board of Directors
Harvest Home Financial Corporation
February 11, 2000
Page 3
tax basis in the HHFC common stock exchanged, reduced by any amount
allocable to a fractional share interest of PCB common stock for which
cash is received, and, by the amount of any other cash received, but
increased by the amount of any gain recognized by the HHFC
shareholder.
3. The holding period for the shares of new PCB common stock received by
an HHFC shareholder will include the holding period of the old HHFC
shares exchanged in the Merger.
4. It is more likely than not, that the cash received by an HHFC
shareholder will qualify for capital gain treatment. The recognized
capital gain will be the lesser of: (i) the realized gain or (ii) the
amount of cash received. The recognized capital gain will be either
short-term or long-term depending upon whether the HHFC shares were
owned more than one year by the HHFC shareholder.
Except, as set forth above, we express no opinion as to the tax consequences to
any other party, whether federal, state, local or foreign, of the Merger or of
any transactions related to the Merger or contemplated by the Merger Agreement.
This opinion is being furnished only to the HHFC Board in connection with the
Merger and solely for its benefit in connection with it.
We hereby consent to the filing of this opinion letter as an exhibit to Peoples
Community Bancorp's Registration Statement and to the references to our firm
under the headings "The Merger Between Peoples Community Bancorp and Harvest
Home Financial - Federal Income Tax Consequences to Harvest Home Financial
Stockholders," and, "Legal and Tax Opinions" in the Prospectus contained in the
Registration Statement.
/s/Xxxxxx, Xxxxxxxx & Xxxxxx
XXXXXX, XXXXXXXX & XXXXXX
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XXXXXX, XXXXXXXX & XXXXXX
A LEGAL PROFESSIONAL ASSOCIATION
