EXHIBIT 5.2
XXXXXXXX Financial
& COMPANY Institution
Consulting
Suite 000
000 X. Xxxx Xxxxxxxxx Xxxx Xxxx 00, 0000
Xxxxxx, Xxxxx 00000
(000) 000-0000
(000) 000-0000 Fax
Board of Directors
Workingmens Savings Bank, FSB
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Plan of Conversion, Subscription Rights
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Dear Directors:
Terms used in this letter not otherwise defined herein have the same
meanings for such terms in the Plan of Conversion adopted by the Board of
Directors of Workingmens Savings Bank, FASB ("Workingmens" or the "Bank"), under
which the Bank will convert from a mutual savings bank to a stock savings bank
and issue all of the Bank's stock to WSB Holding Company (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) The Bank's 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 to be paid by members of the general public in
the Community Offering, but without undertaking any independent investigation of
state or federal laws or the position of the Internal Revenue Service with
respect to such 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, interests rates and other external forces (e.g.,
natural disasters or significant global events) occur from time to time and may
materially affect the value of thrift stocks as a whole or the Holding Company's
value. Accordingly, no assurance can be given that persons who subscribe to
shares of Common Stock in the Conversion will thereafter be able to sell such
shares at the same price paid in the Subscription Offering.
Sincerely,
/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxxx
Principal
