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EXHIBIT 8.3
[letterhead of FinPro, Inc.]
January 18, 2001
Board of Directors
Chesterfield Federal Savings and Loan Association of Chicago
10801 South Western Avenue
Chicago, Illinois 60643
Dear Board Members:
All capitalized terms not otherwise defined in this letter have the meanings
given such terms in the Plan of Conversion (the "Plan") adopted by the Board of
Directors of Chesterfield Federal Savings and Loan Association of Chicago (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 Chesterfield 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) tax qualified Employee Plans; (iii) Supplemental Eligible Account Holders,
and (iv) other members 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 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 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.
