[LETTERHEAD OF RP FINANCIAL, LC.]
EXHIBIT 8.3
December 17, 1997
Boards of Directors
SouthBanc Shares, M.H.C.
Perpetual Bank, A Federal Savings Bank
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
Gentlemen:
Re: Plan of Conversion: Subscription Rights
SouthBanc Shares, M.H.C.
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Gentlemen:
All capitalized terms not otherwise defined in this letter have the
meanings given such terms in the Amended Plan of Conversion and Agreement and
Plan of Reorganization (the "Plan") adopted by the Boards of Directors of
Perpetual Bank, A Federal Savings Bank (the "Bank") and SouthBanc Shares, M.H.C.
(the "Mutual Holding Company"). Pursuant to the Plan, SouthBanc Shares, Inc.
(the "Company") will offer and sell the Conversion Shares.
We understand that "Subscription Rights" to purchase shares of the
Conversion Shares are to be issued to (i) Eligible Account Holders; (ii)
Supplemental Eligible Account Holders; and (iii) 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 Shares at the same price as will
be paid by members of the general public in the Direct 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 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 Company's value alone. Accordingly, no assurance can
be given that persons who subscribe to shares of Conversion Shares 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
Xxxxx X. Xxxx
Vice President
