[LOGO] FinPro
Building value together
June 9, 2004
Boards of Directors
Roebling Financial Corp., MHC
Roebling Financial Corp, Inc.
Roebling Bank
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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 Roebling Financial Corp., MHC (the "Company").
Roebling Financial Corp, Inc. is offering common stock for sale in connection
with the conversion of Roebling Financial Corp., MHC the Company from the mutual
to the stock form of organization. The shares being offered represent the
ownership interest in Roebling Financial Corp, Inc. now owned by Roebling
Financial Corp., MHC the Company. The existing publicly held shares of Roebling
Financial Corp, Inc. will be exchanged for new shares of common stock of
Roebling Financial Corp, Inc. All shares offered for sale are offered at a price
of $10.00 per share.
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 Plans; (iii) Supplemental Eligible Account Holders; and (iv)
Other Members 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.
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