Exhibit 8.3
[RP Financial, LC. Letterhead]
December 7, 2001
Boards of Directors
Willow Grove Mutual Holding Company
Willow Grove Bancorp, Inc.
Willow Grove Bank
Welsh and Norristown Roads
Maple Xxxx, Pennsylvania 19002-8030
Re: Plan of Conversion of Willow Grove Mutual Holding Company and Agreement
and Plan of Reorganization Between Willow Grove Mutual Holding Company,
WILLOW GROVE BANCORP, INC. AND WILLOW GROVE BANK, MAPLE XXXX, PENNSYLVANIA
Gentlemen:
All capitalized terms not otherwise defined in this letter have the
meanings given such terms in the Plan of Conversion (the "Plan") adopted by the
Board of Directors of Willow Grove Mutual Holding Company (the "MHC") and
Agreement and Plan of Reorganization Between Willow Grove Mutual Holding
Company, Willow Grove Bancorp, Inc. ("Bancorp") and Willow Grove Bank (the
"Bank"), Maple Xxxx, Pennsylvania. The Plan provides for the conversion of the
MHC into the capital stock form of organization, to be named Willow Grove
Bancorp, Inc. The MHC currently owns a majority of the common stock of the
Mid-Tier, a federal corporation, which owns 100 percent of the common stock of
the Bank, a federally-chartered stock savings bank which is headquartered in
Maple Xxxx, Pennsylvania. Pursuant to the Conversion, the Bancorp will sell
shares of common stock in an offering that will represent the ownership interest
in the Bancorp now owned by the MHC.
We understand that in accordance with the Plan, subscription rights to
purchase shares of common stock in the Bancorp are to be issued to: (1) Eligible
Account Holders; (2) the Tax-Qualified Employee Stock Benefit Plans; (3)
Supplemental Eligible Account Holders; (4) Other Members; (5) Directors,
Officers and Employees; and (6) Public Shareholders. 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 Bancorp'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/ RP FINANCIAL, LC.
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RP FINANCIAL, LC.
