Exhibit 8.2
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June 13, 2025
Boards of Directors
Seneca Financial MHC (a federally chartered mutual holding company
referred to as the “Mutual Holding Company” or “MHC”)
Seneca Financial Corp. (a federally chartered corporation referred
to as the “Mid-Tier Holding Company”)
Seneca Bancorp, Inc. (a Maryland corporation referred to as “Seneca
Bancorp” or the “Holding Company”)
Seneca Savings (currently a federal savings association which, as part
of the Plan, will convert to a national bank, referred to as the “Bank”)
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New York State (NYS) Income and Franchise Tax Consequences of Conversion of Seneca Financial MHC from a federal mutual holding company to the capital stock form of organization |
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To the Members of the Boards of Directors:
Scope of Opinion
You have requested our opinion with regard to the material New
York State (NYS) income and franchise tax consequences resulting directly from the conversion of Seneca Financial MHC, a federally chartered
mutual holding company (the “Mutual Holding Company” or “MHC”), from the mutual to the capital stock form of organization
(the “Conversion”), pursuant to the Plan of Conversion and Reorganization of Seneca Financial MHC, dated May 8, 2025 (the
“Plan”), and the integrated transactions described below.
As part of the Conversion and Reorganization, the Holding Company will
succeed to all the rights and obligations of the MHC and the Mid-Tier Holding Company, and will offer shares of Holding Company Common
Stock for sale to eligible depositors and certain borrowers of the Bank and members of the general public in the Offering. Each capitalized
term used herein, unless otherwise defined, has the meaning set forth in the Plan and/or the Federal Tax Opinion.
In rendering our opinion, we have relied upon the facts, information,
assumptions, and representations as contained in the Plan. We have also relied on the facts, assumptions, and federal income tax conclusions
set forth in the Federal Tax Opinion issued by Luse Gorman, PC on June 13, 2025. We have reasonably assumed these facts to be complete
and accurate and have not independently audited or otherwise verified any of these facts or assumptions. You have represented to us that
we have been provided with all the facts necessary to render our opinion. If any of the facts, assumptions or federal income tax conclusions
in the Federal Tax Opinion are inaccurate or incorrect, our opinion expressed herein may require modification.
We have not considered any non-income tax, or federal, local or foreign
income tax consequences (other than the NYS General Business Corporation Franchise Tax). We have also not considered NYS taxes other
than those recited in this opinion or taxes that might be levied by other states, and, therefore, do not express any opinion regarding
the treatment that would be given the transaction by the applicable authorities on any issues outside of the above-specified NYS taxes.
We also express no opinion on non-tax issues such as corporate law or securities law matters. We express no opinion other than that
as stated below, and neither this opinion nor any prior statements are intended to imply or to be an opinion on any other matters.
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Boards of Directors
Seneca Financial MHC
Seneca Financial Corp.
Seneca Bancorp, Inc.
Seneca Savings
June 13, 2025
Page 2 of 5
In connection with our opinion, we have examined originals or copies,
certified or otherwise, and identified to our satisfaction the Plan and such other documents as we have deemed necessary or appropriate
to enable us to render the opinion below. In our examination, we have assumed the conformity to the originals of all documents submitted
to us as copies. We have also relied upon the assumptions that:
| (i) | all signatures are genuine, and all documents submitted to us, both originals and copies, are authentic, |
| (ii) | each document examined by us has been or will be fully executed and delivered in substantially the same form, is or will be in full
force and effect and has not been or will not be amended or modified in any respect, |
| (iii) | all parties to the documents at all times had and will have full corporate power, authority and capacity to enter into, execute and
perform all obligations under those documents and to observe and perform the terms and conditions thereof, and |
| (iv) | the factual matters, statements, and recitations contained in the documents are accurate, true and complete. |
You have represented to us that we have been provided all of the facts
necessary to render our opinion.
Statement of Facts
Based upon our review of, and in reliance upon, the documents described
above, we understand that the relevant facts are as follows:
The Bank became the wholly owned subsidiary of the Mid-Tier Holding
Company in 2017. The Mid-Tier Holding Company is a stock holding company whose majority owner is the MHC, which is a mutual holding company
with no capital stock or direct owners. Rather, the owners of the MHC are the depositors of the Bank, who are entitled upon the complete
liquidation of the MHC to any liquidation proceeds after the payment of creditors. The MHC owns 58.1% of the Mid-Tier Holding Company’s
common stock, with the remaining 41.9% owned by the public.
Proposed Transaction
The Boards of Directors of the MHC, the Holding Company, the Mid-Tier
Holding Company, and the Bank have adopted the Plan providing for the conversion of the MHC from the mutual holding company to the capital
stock form of organization. As part of the Conversion, the Holding Company will succeed to all the rights and obligations of the MHC and
the Mid-Tier Holding Company and will offer shares of Holding Company Common Stock to eligible depositors and certain borrowers of the
Bank and members of the general public in the Offering.
Pursuant to the Plan, the Conversion will be effected as
follows and in such order as is necessary to consummate the Conversion:
| (1) | The Holding Company will be organized as a first-tier Maryland-chartered stock holding company subsidiary
of the Mid-Tier Holding Company. |
| (2) | The MHC will merge with and into the Mid-Tier Holding Company, with the Mid-Tier Holding Company as the surviving
entity (the “MHC Merger”), whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and
Members will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in
the MHC. |
Boards of Directors
Seneca Financial MHC
Seneca Financial Corp.
Seneca Bancorp, Inc.
Seneca Savings
June 13, 2025
Page 3 of 5
| (3) | Immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the Holding Company, with
the Holding Company as the surviving entity (the “Mid-Tier Merger”), whereby the Bank will become the wholly-owned subsidiary
of the Holding Company. As part of the Mid-Tier Merger, the liquidation interests in Mid-Tier Holding Company constructively received
by Members as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an
interest in the Liquidation Account maintained by the Holding Company and the Minority Shares will automatically, without further action
on the part of the holders thereof, be converted into and become the right to receive Holding Company Common Stock based on the Exchange
Ratio. |
| (4) | Concurrently with the Mid-Tier Merger, the Bank will convert from a federal savings association to a national
association (the “Charter Conversion”) and will change its name to Seneca Savings Bank, National Association. |
| (5) | Immediately after the Mid-Tier Merger, the Holding Company will sell Holding Company Common Stock in the
Offering. |
| (6) | The Holding Company will contribute at least 50% of the net proceeds of the Offering to the Bank in constructive
exchange for additional common stock of the Bank and in exchange for the Bank Liquidation Account. |
Following the Conversion, a Liquidation Account will be maintained
by the Holding Company for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain
their deposit accounts with the Bank. The terms of the Liquidation Account and Bank Liquidation Account, which supports the payment of
the Liquidation Account in the event the Holding Company lacks sufficient net assets, are set forth in the Plan.
As part of the Conversion, all of the then-outstanding shares of Mid-Tier
Holding Company common stock owned by Minority Stockholders will be converted into and become shares of Holding Company Common Stock pursuant
to the Exchange Ratio which ensures that after the Conversion, Minority Stockholders will own in the aggregate the same percentage of
Holding Company Common Stock as they held in Mid-Tier Holding Company common stock immediately prior to the Conversion, exclusive of Minority
Stockholders’ purchases of additional shares of Holding Company Common Stock in the Offering, receipt of cash in lieu of fractional
shares and adjustment of the Exchange Ratio to reflect assets held by Mutual Holding Company (other than shares of stock of the Mid-Tier
Holding Company). As a result of the Conversion and Offering, the Bank will become a wholly owned subsidiary of the Holding Company and
will continue to carry on its business and activities as conducted immediately prior to the Conversion.
The stockholders of the Holding Company will be the former Minority
Stockholders of the Mid-Tier Holding Company immediately prior to the Conversion, plus those persons who purchase shares of Holding Company
Common Stock in the Offering. Nontransferable rights to subscribe for the Holding Company Common Stock have been granted, in order of
priority, to Eligible Account Holders, the Bank’s tax-qualified employee plans, Supplemental Eligible Account Holders, and certain
depositors and borrowers of the Bank as of the Voting Record Date (“Other Members”). Subscription rights are nontransferable.
The Holding Company will also offer shares of Holding Company Common Stock not subscribed for in the Subscription Offering, if any, for
sale in a Community Offering or Syndicated Community Offering to certain members of the general public (with preferences given first to
persons residing in the New York counties of Cayuga, Cortland, Madison, Oneida, Oswego, and Onondaga and second to Mid-Tier Holding Company
public shareholders as of the Voting Record Date) and if shares remain after the subscription and community offerings, shares may be offered,
at the sole discretion of the Bank and Holding Company, to members of the general public in a Syndicated Community Offering or a Firm
Commitment Underwritten Offering.
Boards of Directors
Seneca Financial MHC
Seneca Financial Corp.
Seneca Bancorp, Inc.
Seneca Savings
June 13, 2025
Page 4 of 5
Effect of Misstatement of, or Changes in, Facts, Assumptions
or Representations
A misstatement or omission of any fact or a change or amendment in
any of the facts, assumptions or representations upon which we have relied may require a modification of all or a part of this opinion.
Opinion
You have provided us with a copy of the Federal Tax Opinion regarding
the Plan in which Luse Gorman, PC has opined that the various proposed transactions to be undertaken as part of the Plan will be treated
for federal income tax purposes as tax-free reorganizations within the meaning of §368(a)(1) of the Internal Revenue Code of
1986, as amended.
Our opinion regarding the NYS income and franchise tax consequences
related to the Plan adopts and relies upon the facts, representations, assumptions, and conclusions as set forth in the Federal Tax Opinion.
Our opinion assumes that the ultimate federal income tax consequences of the Plan will be those as described in the Federal Tax Opinion.
Based upon that information, we render the following opinion with respect to the NYS income and franchise tax effects of the Plan:
| (1) | It is more likely than not that the federal tax treatment of the Plan, including the MHC Merger and Mid-Tier Merger, will be respected
in determining the computation of NYS taxable income (more specifically entitled “business income” for purposes of the NYS
General Business Corporation Franchise Tax) of the MHC, Mid-Tier Holding Company, Holding Company, and Bank. |
| (2) | It is more likely than not that the federal tax treatment of the receipt of subscription rights and/or liquidation interests by depositors
(more specifically referred to as Eligible Account Holders, Supplemental Eligible Account Holders, and Other Members) under the Plan will
be respected in determining the computation of NYS taxable income (or for corporations, more specifically entitled “business income”)
of the depositors who are otherwise required to file a NYS corporate or personal income tax return. |
| (3) | It is more likely than not that the federal tax treatment of the Plan will be respected in determining the computation of NYS taxable
income (or for corporations, more specifically entitled “business income”) of the Mid-Tier Holding Company stockholders upon
their exchange of Mid-Tier Holding Company common stock for Holding Company common stock. |
| (4) | It is more likely than not that the federal tax treatment of the Plan will be respected in determining the computation of NYS taxable
income (or for corporations, more specifically entitled “business income”) of the Minority Stockholders who receive payment
of cash in lieu of fractional shares upon their exchange of Mid-Tier Holding Company common stock for Holding Company common stock. |
Boards of Directors
Seneca Financial MHC
Seneca Financial Corp.
Seneca Bancorp, Inc.
Seneca Savings
June 13, 2025
Page 5 of 5
Limitations on Opinion
Our opinion is as of June 13, 2025, and we have no responsibility to
update this opinion for events, transactions, circumstances, or changes in any of the facts, assumptions or representations occurring
after this date. Our opinion is based solely upon our interpretation of the current New York Tax Law, New York Code, New York Department
of Taxation administrative interpretations, and judicial interpretations as of the date of this letter, all of which are subject to change.
If there is a change, including a change having retroactive effect, in the Internal Revenue Code of 1986, as amended, U.S. Treasury Regulations,
New York Tax Law, New York Code, New York Department of Taxation administrative interpretations or
in the prevailing judicial interpretations of the foregoing, the opinions
expressed herein would necessarily have to be reevaluated in light of any such changes. We have no responsibility to update this opinion
for any such changes occurring after the date of this letter.
Our opinion is not binding on the New York State Department of Taxation
& Finance, and there can be no assurance that the New York State Department of Taxation & Finance will not take a position contrary
to the conclusions reached in the opinion. In the event of such disagreement, there can be no assurance that the New York State
Department of Taxation & Finance would not prevail in a judicial proceeding.
The opinion expressed herein reflects our assessment of the probable
outcome of litigation and other adversarial proceedings based solely on an analysis of the existing tax authorities relating to the issues.
It is important, however, to note that litigation and other adversarial proceedings are frequently decided upon the basis of such matters
as negotiation and pragmatism upon the outcome of such potential litigation or other adversarial proceedings.
The opinion expressed herein reflects what we regard to be the material
NYS income and franchise tax consequences to the MHC, Mid-Tier Holding Company, Holding Company, Bank, Minority Stockholders, and depositors
(more specifically referred to as Eligible Account Holders, Supplemental Eligible Account Holders, and Other Members) of the transaction
as described herein; nevertheless, it is an opinion only and should not be taken as assurance of the ultimate tax treatment.
Consent
We hereby consent to the inclusion of this opinion as an exhibit to
the Federal Reserve Conversion Application on Form MM-AC and to the Registration Statement on Form S-1. We also hereby consent to
the references to our firm under the captions “The Conversion and Offering – Material Income Tax Consequences” and “Legal
Matters” in the Prospectus included as part of the Federal Reserve Conversion Application on Form MM-AC and to the Registration
Statement on Form S-1.
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Very truly yours, |
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BONADIO & CO., LLP |