the Bank, threatened, against or affecting the Company, the MHCs or the Bank which is required to be disclosed in the Registration Statement (other than as disclosed therein), or which might result in any material adverse change in the financial condition, results of operations, business affairs or prospects of the Company, the MHCs and the Bank, considered as one enterprise, or which might materially and adversely affect the properties or assets thereof, or which might adversely affect the consummation of the Offerings, or the performance of this Agreement; all pending legal or governmental proceedings to which the Company, the MHCs, the Bank or any Subsidiary is a party or of which any of their respective property or assets is the subject which are not described in the Registration Statement, including ordinary routine litigation incidental to their business, are considered in the aggregate not material. 13 (xxxiii) The Company, MHCs and the Bank have obtained (i) an opinion of their counsel, Elias, Matz, Tiernan & Herrick L.L.P., with respect to the legality of the Securities to be issued and certain federal income tax consequences of the Offerings and the Plans, and (ii) the opinion of Elias, Matz, Tiernan & Herrick L.L.P. with respect to the certain state and local income tax consequences of the Offerings and the Plans, copies of which are filed as exhibits to the Registration Statement; all material aspects of the aforesaid opinions are accurately summarized in the Prospectus under "The Reorganization — Federal and State Tax Consequences," the facts and representations upon which such opinions are based are truthful, accurate and complete in all material respects; and neither the Company, the MHCs, nor the Bank has taken or will take any action inconsistent therewith. (xxxiv) The Company is not and, upon completion of the Reorganization and Additional