EXHIBIT 8.3
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[LOGO] FINPRO 20 Church Street - P.O. Box 323
Liberty Corner, NJ 07938-0323
(908) 604-9336 - (908) 604-5951 (FAX)
[email protected] - www.finpronj.com
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September 1, 2000
Board of Directors
FloridaFirst Bancorp, Inc.
205 East Orange St.
Lakeland, Florida 33801
Dear Board Members:
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 Board of Directors of FloridaFirst
Bank (the "Bank"), FloridaFirst Bancorp (the "Mid-Tier Holding Company"), and
FloridaFirst Bancorp MHC, (the "MHC") whereby the Bank, the Mid-Tier Holding
Company and the MHC will reorganize into the stock holding company structure
form of organization, and issue shares of Common Stock of a newly formed
chartered holding company, FloridaFirst Bancorp, Inc. (the "Company") in a
Subscription Offering, Eligible Public Shareholders Offering and a Community
Offering.
We understand that in accordance with the Plan, Subscription Rights to purchase
shares of the Company's Common Stock are to be issued to (i) Eligible Account
Holders; (ii) the ESOP; (iii) Supplemental Eligible Account Holders; (iv) Other
Members; and (v) directors, officers and employees of the Bank, collectively
referred to as the "Recipients". Based solely on 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 Common Stock at the same price as will be
paid by members of the general public in the Eligible Public Shareholders and
Community Offerings, 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 opinion 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 Common Stock in the offering will
thereafter be able to buy or sell such shares at the same price paid in the
Subscription Offering.
Very Truly Yours,
/s/FinPro, Inc.
FinPro, Inc.
