is in all material respects complying with all laws, rules, regulations and orders applicable to the operation of its business. (k) The Bank is a member of the Federal Home Loan Bank of Dallas ("FHLB- Dallas"). The deposit accounts of the Bank are insured by the FDIC up to the applicable limits; and no proceedings for the termination or revocation of such insurance are pending or, to the best knowledge of the Company or the Bank, threatened. (l) The Company, the MHC and the Bank have good and marketable title to all real property and good title to all other assets material to the business of the Company, the MHC and the Bank, taken as a whole, and to those properties and assets described in the Registration Statement and Prospectus as owned by them, free and clear of all liens, charges, encumbrances or restrictions, except such as are described in the Registration Statement and Prospectus, or are not material to the business of the Company, the MHC and the Bank, taken as a whole; and all of the leases and subleases material to the business of the Company, the MHC and the Bank, taken as a whole, under which the Company, the MHC or the Bank hold properties, including those described in the Registration Statement and Prospectus, are in full force and effect. (m) The Company and the Bank have received an opinion of their special counsel, Luse Lehman Gorman Pomerenk & Schick with respect to the federal income tax consequences of the Offering and the opinions of 8 ____________________ with respect to New Mexico income tax consequences of the Offering; all material aspects of the opinions of Luse Lehman Gorman Pomerenk & Schick and _____________________ are accurately summarized in the Registration Statement and will be accurately summarized in the