EXHIBIT 8.3
[LETTERHEAD OF XXXXXXXX & COMPANY APPEARS HERE]
June 24, 1997
Boards of Directors
Lexington First Federal Mutual Holding Company
Lexington First Federal Savings Bank
00 Xxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Re: Plan of Conversion: Subscription Rights
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Directors:
All capitalized terms not otherwise defined in this letter have the
meanings given such terms in the Plan of Conversion and Agreement and Plan of
Reorganization (the "Plan") adopted by the Boards of Directors of Lexington
First Federal Savings Bank (the "Bank") and Lexington First Federal Mutual
Holding Company (the "Mutual Holding Company"). Pursuant to the Plan, Community
National Corporation (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) Supplemental
Eligible Account Holders; (iii) Other Members; (iv) Directors, Officers and
Employees of the Mutual Holding Company; and (v) Public Stockholders,
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, 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, 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.
Boards of Directors
June 24, 1997
Page 2
Changes in the local and national economy, the legislative and regulatory
environment, the stock markets, 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 on the value of
thrift stocks as a whole or the Company's value alone. Accordingly, no
assurances can be given that persons who subscribe to shares of Common Stock in
the conversion will thereafter be able to buy or sell such shares at the same
price paid in the Subscription offering.
Sincerely,
Ferguson & Company
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Principal
