to which no opinion need be rendered. (xvii) At the time the Registration Statement became effective, the Registration Statement (other than the financial statements and statistical data included therein, as to which no opinion need be rendered) complied as to form in all material respects with the requirements of the Securities Act and the Securities Act Regulations and the OTS Regulations. (xviii) The Common Stock conforms to the description thereof contained in the Prospectus, and the form of certificate used to evidence the Common Stock is in due and proper form and complies with all applicable statutory requirements. (xix) There are no legal or governmental proceedings pending or threatened against or affecting the Company, the MHCs, the Bank or the Subsidiaries which are required, individually or in the aggregate, to be disclosed in the Registration Statement and Prospectus, other than those disclosed therein, and all pending legal or governmental proceedings to which the Company, the MHCs, the Bank or any Subsidiary is a party or to which any of their property is subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, are, considered in the aggregate, not material. (xx) The information in the Prospectus under "Risk Factors," "We Intend to Continue to Pay Quarterly Cash Dividends," "Regulation," "Taxation," "The Offering," "The Reorganization," "Restrictions on Acquisition of Alliance Bancorp and Alliance Bank and Related Anti-Takeover Provisions" "Description of Alliance Bancorp Capital Stock," and "Legal and Tax Opinions" to the extent that it constitutes matters of law, summaries of legal matters, documents or proceedings, or legal conclusions, has been reviewed by them and is complete and accurate in all material respects. (xxi) There are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the