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EXHIBIT 8.1
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK]
August 7, 2000
Board of Directors
New Harris Financial, Inc.
235 North Second Street
Harrisburg, PA 17101
Board of Directors
York Financial Corp.
101 South George St.
York, PA 17401
Gentlemen:
You have requested our opinion of the federal income tax consequences
of the following proposed transactions pursuant to the Agreement and Plan of
Reorganization By and Between Harris Financial, MHC ("Harris MHC"), Harris
Financial, Inc. ("Harris Financial"), New Harris Financial, Inc. ("New Harris
Financial"), Harris Savings Bank ("Harris Savings Bank"), York Financial Corp.
("York Financial") and York Federal Savings & Loan Association ("York Federal"),
dated March 27, 2000 (the "Merger Agreement"): (i) the merger of York Financial
with and into New Harris Financial with New Harris Financial as the surviving
entity whereby York Financial stockholders will receive shares of New Harris
Financial in exchange for their shares of York Financial common stock ("Company
Merger"); and (ii) the merger of York Federal with and into Harris Savings Bank
with Harris Savings Bank as the surviving entity ("Bank Merger"), which merger
will immediately follow the Company Merger.
Immediately prior to the Company Merger and Bank Merger, Harris MHC,
Harris Financial, New Harris Financial and Harris Savings Bank completed a
mutual-to-stock conversion transaction (the "Stock Conversion") whereby Harris
MHC, a federally-chartered mutual holding company, and Harris Financial, a
federally-chartered stock mid-tier holding company of Harris Savings Bank, each
merged into Harris Savings Bank, with Harris Savings Bank as the resulting
institution, and Harris Savings Bank formed New Harris Financial as the new
stock holding company of Harris Savings Bank. In the Stock Conversion, the
shareholders of Harris Financial, other than Harris MHC, exchanged their shares
of Harris Financial for shares of New Harris Financial. In connection with the
Stock Conversion, Harris Financial is offering up to 30,417,500 shares of its
common stock to
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Boards of Directors
New Harris Financial, Inc.
York Financial Corp.
August 7, 2000
Page 2
the public and will use up to 20,448,691 shares of its common stock to effect
the Company Merger.
Both the Company Merger and the Bank Merger (sometimes collectively
referred to as the "Merger") are being effected pursuant to the Merger
Agreement, which is described in more detail in the Preliminary Prospectus of
New Harris Financial, Inc./Joint Merger Proxy Statement of Harris Financial,
Inc. and York Financial Corp. as filed with the Registration Statement (as
defined below) (the "Joint Proxy Statement/Prospectus").
For purposes of this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Merger Agreement, (ii) the Registration Statement on Form S-4, including
the Joint Proxy Statement/Prospectus, as filed by New Harris Financial in
connection with the above-noted transactions on June 23, 2000 and thereafter
amended (the "Registration Statement"), and (iii) such other documents as we
have deemed necessary or appropriate in order to enable us to render the
opinions below. In our examination, we have assumed the genuineness of all
signatures where due execution and delivery are requirements to the
effectiveness thereof, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such copies. In
rendering the opinion set forth below, we have relied upon certain written
representations of Harris Financial and of York Financial (which representations
we have neither investigated nor verified).
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), regulations of
the United States Department of the Treasury, pertinent judicial authorities,
interpretative rulings of the Internal Revenue Service and such other
authorities as we have considered relevant. Our opinion is based upon the
current provisions of the Internal Revenue Code of 1986, as amended (the "Code)
and regulations thereunder (the "Treasury Regulations"), and upon current
Internal Revenue Service ("IRS") published rulings and existing court decisions,
any of which could be changed at any time. Any such changes may be retroactive
and could significantly modify the statements and opinions expressed herein.
Similarly, any change in the facts and assumptions stated below, upon which this
opinion is based, could modify the conclusions. This opinion is as of the date
hereof, and we disclaim any obligation to advise you of any change in any matter
considered herein after the date hereof.
We have also assumed that the transactions contemplated by the Merger
Agreement will be consummated strictly in accordance with the Merger Agreement
and as described in the Joint Proxy Statement/Prospectus, that the Company
Merger will qualify as a statutory merger under the applicable laws of the State
of Pennsylvania, and that the Bank Merger will qualify as a statutory merger
under applicable federal law. We are opining only as to the matters expressly
set forth herein,
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Boards of Directors
New Harris Financial, Inc.
York Financial Corp.
August 7, 2000
Page 3
and no opinions should be inferred as to any other matters or as to the tax
treatment of the transactions that we do not specifically address. We express no
opinion as to other federal laws and regulations, or as to laws and regulations
of other jurisdictions.
Based solely upon and subject to the foregoing, it is our opinion
that:
1. The Company Merger and the Bank Merger, when consummated in
accordance with the terms of the Merger Agreement, will each qualify as a
reorganization under Section 368(a) of the Code and the Stock Conversion will
not adversely affect their qualification as such.
2. No gain or loss will be recognized by Harris Financial, Harris
Savings Bank, York Financial, York Federal or York Financial stockholders, as a
result of the Company Merger or the Bank Merger.
3. No gain or loss will be recognized by any York Financial
stockholder upon the exchange of York Financial common stock solely for New
Harris Financial common stock pursuant to the Company Merger (except with
respect to cash received in lieu of a fractional share interest in New Harris
Financial common stock, if any, as discussed below).
4. The aggregate tax basis of the New Harris Financial common stock
received by each stockholder of York Financial who exchanges York Financial
common stock for New Harris Financial common stock in the Company Merger will be
the same as the aggregate tax basis of the York Financial common stock
surrendered in exchange therefor (subject to any adjustments required as the
result of receipt of cash in lieu of a fractional share interest in New Harris
Financial common stock).
5. The holding period of the shares of New Harris Financial common
stock received by a York Financial stockholder in the Company Merger will
include the holding period of the York Financial common stock surrendered in
exchange therefor, provided that such shares of York Financial common stock were
held as a capital asset by such stockholder at the effective time.
6. Cash received in the Company Merger by a York Financial stockholder
in lieu of a fractional share interest of New Harris Financial common stock will
be treated as having been received as a distribution in full payment in exchange
for the fractional share interest of New Harris Financial common stock which
such stockholder would otherwise be entitled to receive, and will qualify as
capital gain or loss (assuming the York Financial common stock surrendered in
exchange therefor was held as a capital asset by such stockholder at the
effective time of the Company Merger).
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Boards of Directors
New Harris Financial, Inc.
York Financial Corp.
August 7, 2000
Page 4
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-4 filed by Harris Financial with the Securities
Exchange Commission, the Combined Application H-(e)1/H-(e)3 filed by New Harris
Financial with the Office of Thrift Supervision ("OTS") and the Form AC
Application for Conversion filed by Harris MHC with the OTS, and to the
references to us under the heading "Conditions to Completion of the Merger" in
the Prospectus of New Harris Financial, Inc./Joint Merger Proxy Statement of
Harris Financial, Inc. and York Financial Corp.
This opinion is rendered solely for the benefit of New Harris
Financial and York Financial, in connection with the proposed transaction and is
not to be relied upon or used for any other purpose without our prior written
consent. This opinion may not be applicable to York Financial stockholders who
received their York Financial common stock pursuant to the exercise of employee
stock options or otherwise as compensation or who are not citizens or residents
of the United States.
Very truly yours,
LUSE LEHMAN GORMAN POMERENK
& SCHICK, P.C.
By: /s/ Luse Lehman Gorman Pomerenk
& Schick, P.C.
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