<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>8
<FILENAME>ex-8.txt
<DESCRIPTION>OPINION OF MALIZIA SPIDI & FISCH, PC
<TEXT>
                            MALIZIA SPIDI & FISCH, PC
                                ATTORNEYS AT LAW

1100 NEW YORK AVENUE, N.W.                            1900 SOUTH ATHERTON STREET
SUITE 340 WEST                                                         SUITE 101
WASHINGTON, D.C.  20005                                 STATE COLLEGE, PA  16801
(202) 434-4660                                                    (814) 272-3502
FACSIMILE: (202) 434-4661                             FACSIMILE:  (814) 272-3514


January 28, 2005

Board of Directors
Parke Bank
601 Delsea Drive
Washington Township, New Jersey 08080

     RE:  Federal Income Tax Opinion Related to the Transfer of the Common Stock
          of Parke  Bank in Return For All the  Common  Stock of Parke  Bancorp,
          Inc., Under Section 368(a)(1)(B) of the Internal Revenue Code of 1986,
          as Amended
          ----------------------------------------------------------------------

Dear Members of the Board:

         In accordance with your request,  set forth herein below is the opinion
of this firm regarding  certain federal income tax  consequences of the proposed
reorganization  of Parke Bank (the  "Bank")  to the  holding  company  corporate
structure  and share  exchange (the  "Reorganization").  The  Reorganization  is
described  in the Bank's Plan of  Acquisition  of all the  outstanding  Stock of
Parke Bank by Parke Bancorp,  Inc., adopted by the Board of Directors on January
25, 2005 (the  "Plan").  According  to the Plan,  the Bank will  establish a new
wholly-owned subsidiary, Parke Bancorp, Inc. (the "Holding Company"), which will
be  incorporated  under the laws of the State of New Jersey.  Under the terms of
the Plan, each outstanding share of Bank common stock ("Bank Common Stock") will
be converted into one share of Holding  Company common stock  ("Holding  Company
Common  Stock"),  and the former  holders of Bank  Common  Stock will become the
holders of all of the  outstanding  shares of Holding Company Common Stock. As a
result,  the Bank will become a wholly-owned  subsidiary of the Holding Company.
The Reorganization will be pursuant to applicable  provisions of the laws of the
State of New  Jersey  and the  regulations  issued  thereunder  by the  Board of
Governors of the Federal Reserve System.

         We are rendering this opinion in our capacity as special counsel to the
Bank in connection  with the  Reorganization.  We have  examined such  corporate
records,  certificates  and other documents as we have  considered  necessary or
appropriate for this opinion.  In such examination,  we have accepted,  and have
not  independently  verified,  the authenticity of all original  documents,  the
accuracy of all copies, and the genuineness of all signatures.

<PAGE>

MALIZIA SPIDI & FISCH, PC

Board of Directors
Parke Bank
January 28, 2005
Page 2

                               STATEMENT OF FACTS
                               ------------------

         Based  solely  upon  our  review  of  such  documents,  and  upon  such
information  as the Bank has  provided  to us  (which we have not  attempted  to
verify in any respect), and in reliance upon such documents and information,  we
understand that the  Reorganization  and the relevant facts with respect thereto
are as follows:

         The Bank is a New  Jersey  chartered  commercial  bank  that  commenced
operations  in  1999.  The  Holding   Company  is  a  recently  formed  business
corporation  chartered and  organized  under the laws of the State of New Jersey
for the purpose of becoming a bank holding company.

         The  authorized  capital  stock of the  Bank  consists  of  $50,000,000
divided into 10,000,000 shares of the par value of $5.00 each,  2,175,559 shares
of which are issued and outstanding. The authorized capital stock of the Holding
Company  consists  of  10,000,000  shares of common  stock,  $0.10 par value per
share,  of which  2,175,559  shares will be issued and outstanding and 1,000,000
shares of  preferred  stock  $0.10 par  value,  none of which will be issued and
outstanding.

         The Board of Directors  of the Bank deems it advisable  and in the best
interests of the Bank and its stockholders to engage in the Reorganization.  The
Board of Directors of the Holding Company has approved and adopted the Plan, and
the Holding Company has agreed to join in and be bound by the terms of the Plan,
and to issue the shares of Holding  Company Common Stock which  stockholders  of
the  Bank  will  be  entitled   to  receive   upon  the   consummation   of  the
Reorganization.

         The Board of Directors  believes that a bank holding company  structure
will  provide  greater  flexibility  than is  currently  available  to the Bank.
Present regulations of the New Jersey Department of Banking of Insurance and the
Federal Deposit Insurance Corporation limit the types of businesses in which the
Bank may  engage  and  limit  the  amount  that may be  invested  by the Bank in
subsidiaries.  The establishment of a bank holding company is designed to permit
diversification  of operations  and the  acquisition  and formation of companies
engaged in lines of business which,  while  complementary to the business of the
Bank,  should help reduce the risks inherent in an industry that is sensitive to
interest rate changes. Management believes that acquisition or formation of such
enterprises  which do not have the degree of asset and  liability  interest rate
sensitivity  inherent  in the  structure  of a bank would  provide a  beneficial
stabilizing  effect  on  operations.  However,  at this  time,  the Bank has not
identified any enterprises that would be the subject of future  acquisitions nor
have criteria been developed to identify such an enterprise.

<PAGE>

MALIZIA SPIDI & FISCH, PC

Board of Directors
Parke Bank
January 28, 2005
Page 3

         In addition,  under the holding company structure,  the Holding Company
would operate under the general  corporate laws of the State of New Jersey which
provide more  flexibility  than currently  available to the Bank in the areas of
corporate governance,  director and officer  responsibility,  and limitations of
liability.

         Upon  completion of the  Reorganization,  the Board of Directors of the
Holding  Company  would have the  authority  to adopt  stock  repurchase  plans,
subject to any  applicable  statutory and  regulatory  requirements.  Based upon
facts and  circumstances  that may arise following  Reorganization,  the Holding
Company may wish to  repurchase  shares of Holding  Company  Common Stock in the
future.  Any stock repurchases will be subject to the determination of the Board
that the  Bank  will be  capitalized  in  excess  of all  applicable  regulatory
requirements after any such repurchases and that capital will be adequate taking
into account,  among other things,  the level of  non-performing  and other risk
assets,  the Holding  Company's and the Bank's current and projected  results of
operations and asset/liability structure, the economic environment,  and tax and
other considerations.

         Although  the Board of  Directors  presently  intends  for the  Holding
Company to remain a unitary bank holding  company,  it would have the ability to
become a multiple  bank holding  company (a holding  company which has more than
one bank  subsidiary) in the future if the Board so desires.  A multiple holding
company  structure can facilitate the  acquisition of other banks and mutual and
stock savings  institutions in addition to other  companies.  If a multiple bank
holding company structure is utilized, the acquired institution would be able to
operate on a more autonomous  basis as a wholly-owned  subsidiary of the Holding
Company  rather  than as a  division  of the Bank.  For  example,  the  acquired
financial  institution could retain its own directors,  officers,  and corporate
name,  as  well  as  have  representation  on the  Holding  Company's  Board  of
Directors.  This  more  autonomous  operation  may be  decisive  in  acquisition
negotiations.  Although there are currently no future plans for the  acquisition
of other  financial  institutions  or companies or the  expansion of  additional
services  through the formation of subsidiaries of the Holding  Company,  it and
the Bank would be in a position  following the  Reorganization to take advantage
of any opportunities that may arise.

         In addition, in the opinion of the Board of Directors,  the Certificate
of  Incorporation  of the Holding  Company  offers several  advantages  over the
current   Certificate  of   Incorporation   of  the  Bank.  The  Certificate  of
Incorporation  of the  Holding  Company  and the Bylaws  adopted by the  Holding
Company  contain  provisions  which  offer   anti-takeover   protection.   These
provisions  reduce the ability of minority  shareholders  to exert a significant
influence over the control and management of the Holding Company.

<PAGE>

MALIZIA SPIDI & FISCH, PC

Board of Directors
Parke Bank
January 28, 2005
Page 4

         The intention of the anti-takeover  provisions is to reduce the risk of
a takeover  attempt that has not been  negotiated  with the Board of  Directors.
Certain  shareholders,  however,  might deem  takeover  attempts  to be in their
interest,  and such  provisions  could  discourage  takeover  attempts  in which
shareholders  might  otherwise have received a premium for their shares over the
current  market price.  Such  provisions  may also tend to  perpetuate  existing
management.

         The manner and basis of exchanging  shares of the Bank Common Stock for
shares of the Holding Company Common Stock shall be as follows:

         (1) All shareholders of the Bank shall have the right to exchange their
Bank  Common  Stock  for  Holding  Company  Common  Stock.  Notwithstanding  the
foregoing,  any shareholder not desiring to exchange shares shall be entitled to
dissenters'  rights as provided  under  Title 14A,  Chapter 11 of the New Jersey
Statutes.

         (2) On the effective date of the Reorganization (the "Effective Date"),
the Holding Company shall, without any further action on its part or on the part
of the holders of Bank  Common  Stock,  automatically  and by  operation  of law
acquire  and  become  the  owner for all  purposes  of all the then  issued  and
outstanding  shares of Bank Common Stock and shall be entitled to have issued to
it  by  the  Bank  a  certificate  or  certificates  representing  such  shares.
Thereafter, the Holding Company shall have full and exclusive power to vote such
shares of Bank Common Stock,  to receive  dividends  thereon and to exercise all
rights of an owner thereof.

         (3)  On  the  Effective  Date,  the  holders  of the  then  issued  and
outstanding  shares of Bank  Common  Stock,  except  shareholders  who  exercise
dissenters'  rights,  shall,  without any further action on their part or on the
part of the Holding Company,  automatically and by operation of law cease to own
such  shares and shall  instead  become  owners of one share of Holding  Company
Common  Stock for each  share of Bank  Common  Stock  theretofore  held by them.
Thereafter, such persons shall have full and exclusive power to vote such shares
of Holding  Company Common Stock, to receive  dividends  thereon and to exercise
all rights of an owner thereof.

         (4) On the  Effective  Date,  all  previously  issued  and  outstanding
certificates  representing shares of Bank Common Stock (the "Bank Certificates")
shall  automatically  and by operation of law cease to represent  shares of Bank
Common Stock or any interest  therein and each Bank  Certificate  shall  instead
represent  the  ownership by the holder  thereof of an equal number of shares of
Holding Company Common Stock. Thereafter,  no holder of a Bank Certificate shall
be entitled to vote the shares of Bank Common Stock formerly represented by such
certificate, or to receive dividends thereon, or to exercise any other rights of
ownership in respect thereof.

<PAGE>

MALIZIA SPIDI & FISCH, PC

Board of Directors
Parke Bank
January 28, 2005
Page 5

         (5) Each  outstanding  option to purchase  shares of Bank Common  Stock
under the Bank's 1999 Employee Stock Option Plan, 2002 Employee Equity Incentive
Plan and 2003 Stock  Option Plan shall be  converted  into an option to purchase
the same number of shares of Holding  Company Common Stock on the same terms and
conditions,  and each  outstanding  warrant to purchase Bank Common Stock issued
upon the  Bank's  organization  in 1999  shall be  converted  into a warrant  to
purchase the same number of shares of Holding  Company  Common Stock on the same
terms and conditions.

         (6) Upon or immediately after the Effective Date, the Bank shall notify
each Bank  shareholder of record on the Effective Date (except a holder who is a
dissenting  shareholder of the procedure by which certificates  representing the
Bank Common Stock may be exchanged for  certificates  of Holding  Company Common
Stock. The Bank's transfer agent, Registrar and Transfer Company,  Cranford, New
Jersey,  shall act as exchange agent in effecting the exchange of  certificates.
After receipt of such notification,  each holder shall be obligated to surrender
the   certificates   representing  the  Bank  Common  Stock  for  exchange  into
certificates of Holding Company Common Stock as promptly as possible.

         After the Reorganization,  the Bank will continue its existing business
and  operations  as a  wholly-owned  subsidiary  of  the  Holding  Company.  The
consolidated   capitalization,   assets,  liabilities,   income,  and  financial
statements of the Holding Company immediately  following the Reorganization will
be substantially the same as those of the Bank immediately prior to consummation
of the  Reorganization.  The  corporate  existence  of the  Bank  will  continue
unaffected and unimpaired by the  Reorganization.  The  Reorganization  will not
result  in a change in the  Bank's  directors,  officers,  or  personnel.  After
consummation of the  Reorganization,  the Bank will be subject to regulation and
supervision  by  regulatory  authorities  to the same extent as it is now. It is
expected  that the Bank will pay the initial  expenses  of the  Holding  Company
after  consummation  of the  Reorganization,  which  expenses are expected to be
nominal.

                          REPRESENTATIONS OF MANAGEMENT
                          -----------------------------

         In connection  with the  Reorganization,  the following  statements and
representations  have been made to this firm by management of the Bank regarding
its treatment as a "reorganization"  under Section  368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended (the "Code"):

         (a)      The fair market value of the Holding  Company Common Stock and
                  other consideration  received by each Bank stockholder will be
                  approximately  equal  to the  fair  market  value  of the Bank
                  Common Stock surrendered in the exchange.

         (b)      At least  50% of the  value of the  shareholders'  proprietary
                  interests  in the  Bank  will be  preserved  as a  proprietary
                  interest in the Holding Company received in exchange

<PAGE>

MALIZIA SPIDI & FISCH, PC

Board of Directors
Parke Bank
January 28, 2005
Page 6

                  for Bank Common  Stock.  For purposes of this  representation,
                  proprietary  interests  will not be  preserved  to the  extent
                  that,  in   connection   with  the   Reorganization:   (i)  an
                  extraordinary distribution is made with respect to Bank Common
                  Stock;  (ii) a redemption or  acquisition of Bank Common Stock
                  is made by the Bank or a person related to the Bank; (iii) the
                  Holding  Company or a person  related to the  Holding  Company
                  acquires  Bank  Common  Stock  for  consideration  other  than
                  Holding  Company  Common  Stock;  or (iv) the Holding  Company
                  redeems its stock issued in the Reorganization.  Any reference
                  to the Holding Company or the Bank includes a reference to any
                  successor or predecessor of such corporation,  except that the
                  Bank is not treated as a predecessor of the Holding Company. A
                  corporation will be treated as related to another  corporation
                  if they are both members of the same  affiliated  group within
                  the meaning of Section 1504 of the Code (without regard to the
                  exceptions  in Code  Section  1504(b))  or they are related as
                  described  in  Section  304(a)(2)  of the  Code  (disregarding
                  Treasury Regulation ss. 1.1502-80(b)),  in either case whether
                  such  relationship  exists  immediately  before or immediately
                  after the  acquisition.  Each partner of a partnership will be
                  treated as owning or acquiring any stock owned or acquired, as
                  the case may be, by the  partnership  (and as having  paid any
                  consideration  paid by the  partnership to acquire such stock)
                  in accordance with the partner's interest in the partnership.

         (c)      Following the transaction,  the Bank will not issue additional
                  shares of its stock that would  result in the Holding  Company
                  losing  control of the Bank within the meaning of Code Section
                  368(c).

         (d)      The Holding  Company will acquire the Bank Common Stock solely
                  in exchange for Holding Company Common Stock.  For purposes of
                  this  representation,  Bank Common Stock  redeemed for cash or
                  other   property   furnished  the  Holding   Company  will  be
                  considered  as acquired by the Holding  Company.  Further,  no
                  liabilities  of the Bank or the  Bank's  shareholders  will be
                  assumed  by the  Holding  Company,  nor  will  any of the Bank
                  Common Stock be subject to any liabilities.

         (e)      At the  time of the  Reorganization,  the  Bank  will not have
                  outstanding any warrants, options,  convertible securities, or
                  any other type of right  pursuant  to which any  person  could
                  acquire  stock in the Bank that,  if exercised  or  converted,
                  would affect the Holding Company's acquisition or retention of
                  control of target, as defined in Code.

         (f)      The Holding Company does not own, directly or indirectly,  nor
                  has  it  owned  during  the  past  five  years,   directly  or
                  indirectly, any stock of the Bank.

<PAGE>

MALIZIA SPIDI & FISCH, PC

Board of Directors
Parke Bank
January 28, 2005
Page 7

         (g)      The Bank  will pay its  dissenting  shareholders  the value of
                  their  stock out of its own funds.  No funds will be  supplied
                  for that  purpose,  directly  or  indirectly,  by the  Holding
                  Company,  nor will the Holding Company  directly or indirectly
                  reimburse the Bank for any payments to dissenters.

         (h)      The Holding  Company has no plan or intention to reacquire any
                  of its stock issued in the Reorganization.

         (i)      The Holding  Company has no plan or intention to liquidate the
                  Bank; to merge the Bank with and into another corporation;  to
                  sell or  otherwise  dispose  of the stock of the  Bank;  or to
                  cause  the  Bank to sell or  otherwise  dispose  of any of the
                  assets of the Bank acquired in the Reorganization,  except for
                  dispositions  made  in the  ordinary  course  of  business  or
                  transfers described in Code Section 368(a)(2)(C).

         (j)      Following  the  Reorganization,  the Bank  will  continue  the
                  historic business of the Bank or use a significant  portion of
                  the Bank's business assets in a business.

         (k)      The Holding  Company,  the Bank,  and the Bank's  stockholders
                  will  pay  their  respective  expenses,  if any,  incurred  in
                  connection with the transaction.

         (l)      No two parties to the transaction are investment  companies as
                  defined in Code Section 368(a)(2)(F)(iii) and (iv).

         (m)      The fair market  value of the assets of the Bank will equal or
                  exceed  the  sum  of  its  liabilities,  plus  the  amount  of
                  liabilities,  if any,  to which the  transferred  assets  were
                  subject.

         (n)      None of the compensation received by any stockholder-employees
                  of the Bank was separate  consideration  for, or allocable to,
                  any of their shares of Bank Common  Stock;  none of the shares
                  of  Holding  Company  Common  Stock  to  be  received  by  any
                  stockholder-employees   was  separate  consideration  for,  or
                  allocable to, any employment  agreement;  and the compensation
                  paid  to  any  stockholder-employees   will  be  for  services
                  actually  rendered and will be commensurate  with amounts paid
                  to  third  parties  bargaining  at  arm's-length  for  similar
                  services.

<PAGE>

MALIZIA SPIDI & FISCH, PC

Board of Directors
Parke Bank
January 28, 2005
Page 8

                               OPINION OF COUNSEL
                               ------------------

         Based solely on the foregoing information and on the representations of
the Bank's  management  (set forth above),  we render the  following  opinion of
counsel:

         (1)      Neither the Bank nor the Holding  Company will  recognize  any
                  gain or loss upon the share exchange of Holding Company Common
                  Stock for Bank Common Stock.

         (2)      The Bank stockholders will not recognize any gain or loss upon
                  their  exchange  of shares of Bank  Common  Stock  solely  for
                  shares of Holding Company Common Stock.

         (3)      A Bank  stockholder's  basis  in his  or her  Holding  Company
                  Common Stock  received in the exchange will be the same as the
                  basis of the Bank Common  Stock  surrendered  in the  exchange
                  therefor.

         (4)      A Bank  stockholder's  holding  period  in his or her  Holding
                  Company Common Stock received in the exchange will include the
                  period  during  which the Bank Common  Stock  surrendered  was
                  held,  provided  that the Bank Common Stock  surrendered  is a
                  capital asset in the hands of the Bank stockholder on the date
                  of the exchange.

                                SCOPE OF OPINION
                                ----------------

         Our  opinion is limited to the  federal  income tax  matters  described
above and does not address any other federal  income tax  considerations  or any
state, local, foreign, or other tax considerations. If any of the information on
which we have relied is  incorrect,  or if changes in the  relevant  facts occur
after the date hereof,  our opinion  could be affected  thereby.  Moreover,  our
opinion  is based  on the  Code,  applicable  Treasury  regulations  promulgated
thereunder,  and  Internal  Revenue  Service  rulings,   procedures,  and  other
pronouncements  published by the Internal Revenue Service. These authorities are
all subject to change,  and such change may be made with retroactive  effect. We
can give no  assurance  that,  after  such  change,  our  opinion  would  not be
different.  We undertake no  responsibility to update or supplement our opinion.
This opinion is not binding on the Internal Revenue Service, and there can be no
assurance,  and none is hereby given, that the Internal Revenue Service will not
take a  position  contrary  to one or more  of the  positions  reflected  in the
foregoing  opinion,  or  that  our  opinion  will be  upheld  by the  courts  if
challenged by the Internal Revenue Service.

<PAGE>

MALIZIA SPIDI & FISCH, PC

Board of Directors
Parke Bank
January 28, 2005
Page 9

                                 USE OF OPINION
                                 --------------

         This opinion is given solely for the benefit of the parties to the Plan
and the  stockholders of the Bank, and may not be relied upon by any other party
or entity or referred to in any document without our express written consent.

                                     CONSENT
                                     -------

         We hereby  consent to the  reference to this firm and our opinion under
the heading  "Proposal  No. 1 - The Holding  Company  Reorganization  -- Federal
Income Tax  Consequences"  and "Legal Matters" in the Bank's proxy statement for
the 2005 annual meeting of stockholders.

                                              Very truly yours,

                                              /s/MALIZIA SPIDI & FISCH, PC
                                              ----------------------------------

                                              MALIZIA SPIDI & FISCH, PC





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</DOCUMENT>
