EXHIBIT 5.2
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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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November 29, 2000
Boards of Directors
BUCS Financial Corp
BUCS Federal
10455 Mill Run Circle
Owings Mills, Maryland 21117
Dear Board Members:
All capitalized terms not otherwise defined in this letter have the meanings
given such terms in the Plan of Conversion, as amended (the "Plan") adopted by
the Board of Directors of BUCS Federal (the "Bank"), whereby the Bank will
convert from a federal mutual savings association to a federal stock savings
association and issue all of the Bank's outstanding capital stock to BUCS
Financial Corp (the "Company"). Simultaneously, the Company will issue shares of
common stock.
We understand that in accordance with the Plan, subscription rights to purchase
shares of the Conversion Stock are to be issued to (i) Eligible Account Holders;
(ii) Employee Plans; and (iii) if required by the Federal Deposit Insurance
Corporation, Supplemental Eligible Account Holders, (iv) directors, officers and
employees of the Bank who do not otherwise qualify as Eligible or Supplemental
Account Holders, and (v) corporators of the Bank who do not otherwise qualify as
Eligible or Supplemental Account Holders together 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 Conversion Stock at the same price as will be paid by
members of the general public in the Direct Community Offering, if any, 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 be no ascertainable market value; and
(2) the price at which the subscription rights are exercisable will not be
more than 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 Conversion Stock in the Conversion
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.
