TELECOPIER NUMBER (202) 337-5502 1700 WISCONSIN AVENUE, N.W. WASHINGTON, D.C. 20007 (202) 295-4500 WWW.SFTLAW.COM WRITER'S DIRECT DIAL # (202) 295-4503Opinion of Counsel • February 11th, 2004 • Citizens Community Bancorp • National commercial banks
Contract Type FiledFebruary 11th, 2004 Company Industry^ February 10, 2004 Board of Directors Citizens Community Federal 2174 Eastridge Center Eau Claire, Wisconsin 54701 Re: Proposed Reorganization to Mutual Holding Company Structure (the "Reorganization") Board Members: In connection with the Reorganization, we render the following opinion of counsel. Capitalized terms used herein which are not expressly defined herein shall have the meaning ascribed to them in the Amended Plan of Reorganization and Stock Issuance Plan adopted December 18, 2003 (the "Plan"). FACTS Bank is a federally chartered mutual savings bank engaged in thrift and thrift related businesses. As a mutual entity, Bank does not have any authorized capital stock. Instead, holders of Bank deposit accounts have liquidation and voting rights in Bank. The Board of Directors of Bank believes that a mutual holding company structure will provide for increased flexibility in future operations, borrowings and the public or private offering of debt sec