EXHIBIT 8.2
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MALIZIA SPIDI & FISCH, PC
ATTORNEYS AT LAW
1301 K STREET, N.W. 637 KENNARD ROAD
SUITE 700 EAST STATE COLLEGE, PENNSYLVANIA 16801
WASHINGTON, D.C. 20005 (814) 466-6625
(202) 434-4660 FACSIMILE: (814) 466-6703
FACSIMILE: (202) 434-4661
October 5, 2000
Board of Directors
BUCS Federal
10455 Mill Run Circle
Owings Mills, Maryland 21117
Dear Board Members:
You have requested an opinion from this firm regarding the tax
consequences under the laws of the State of Maryland regarding the
mutual-to-stock conversion (the "Conversion") of BUCS Federal (the "Savings
Bank") to a federally-chartered capital stock savings institution (the "Stock
Bank") and simultaneous acquisition of all the capital stock of the Stock Bank
by a parent savings and loan holding company (the "Holding Company") pursuant to
a Plan of Conversion adopted by the Board of Directors.
You have previously received an opinion of counsel ("Federal Tax
Opinion") stating that the Conversion of the Savings Bank under the Plan of
Conversion would not result in adverse federal income tax consequences to the
Savings Bank or to its account holders under the Internal Revenue Code of 1986,
as amended ("Code"). The Federal Tax Opinion holds that the Conversion qualifies
as a tax-free reorganization under Section 368(a)(1)(F) of the Code. The Federal
Tax Opinion rendered is predicated upon Revenue Ruling 80-105, 1980-1 C.B.78,
which holds that a similar transaction qualified as a tax-free reorganization
under Section 368(a)(1)(F) of the Code. The Federal Tax Opinion provides that,
based upon the facts and circumstances attendant to the Conversion of the
Savings Bank, no adverse federal income tax consequences would result to the
Savings Bank or its account holders by virtue of the implementation of the Plan
of Conversion.
Based upon the facts and circumstances attendant to the Conversion as
detailed in the Plan of Conversion and as described in the Federal Tax Opinion,
and the provisions of the Code and the Federal Tax Opinion rendered, it is our
opinion that the laws of the State of Maryland will, for income tax purposes,
treat the Conversion transaction as detailed in the Plan of Conversion in an
identical manner as it is treated by the Internal Revenue Service for income tax
purposes, and that under such state law no adverse income tax consequences will
be incurred by either the Savings Bank or its account holders as a result of the
implementation of the Plan of Conversion.
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MALIZIA SPIDI & FISCH, PC
Board of Directors
BUCS Federal
October 5, 2000
Page 2
The opinion herein expressed specifically does not include, without
limitation by the specification thereof, an opinion with respect to any
franchise tax or capital stock taxes which might result from the implementation
of the Plan of Conversion.
This opinion is given solely for the benefit of the parties to the Plan
of Conversion, the shareholders of Stock Bank and Eligible Account Holders,
Supplemental Eligible Account Holders and Other Members who purchase stock
pursuant to the Plan of Conversion, and may not be relied upon by any other
party or entity or referred to in any document without our express written
consent.
Finally, we hereby consent to the filing of this opinion as an exhibit
to the Application for Conversion on Form AC ("Form AC") or similar filings of
the Savings Bank filed with the Office of Thrift Supervision, the filing of this
opinion as an exhibit to the Application H-(e)(1)S of the Holding Company to be
filed with the Office of Thrift Supervision, and the filing of this opinion as
an exhibit to the Holding Company's Registration Statement on Form SB-2 ("Form
SB-2") to be filed with the Securities and Exchange Commission, and to reference
to our firm in the prospectus contained in the Form AC, Form S-1 and documents
related to this opinion.
Sincerely,
/s/Malizia Spidi & Fisch, PC
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Malizia Spidi & Fisch, PC
