Exhibit 8.1

                 [Letterhead of Silver, Freedman & Taff, L.L.P.]



                                 August 31, 2001


MB Financial, Inc.
1200 North Ashland Avenue
Chicago, IL 60622

Ladies and Gentlemen:

     We have acted as counsel to MB Financial, Inc. a Delaware corporation
("MB"), in connection with (i) the Mergers (as defined and described in the
Amended and Restated Agreement and Plan of Merger, dated as of April 19, 2001
(the "Merger Agreement"), by and among MB, MidCity Financial Corporation, a
Delaware corporation ("MidCity"), and MB-MidCity, Inc., a Maryland corporation
("NewCo")), and (ii) the preparation and filing of the Registration Statement
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), on August 31, 2001,
which includes the Proxy Statements of MB and MidCity and the Prospectus of
NewCo (the "Joint Proxy Statement/Prospectus"). Unless otherwise indicated, each
capitalized term used herein has the meaning ascribed to it in the Merger
Agreement.

     In connection with this opinion letter, we have examined the Merger
Agreement, the Joint Proxy Statement/Prospectus, and such other documents and
corporate records as we have deemed necessary or appropriate in order to enable
us to render the opinion set forth below. For purposes of this opinion letter,
we have assumed (i) the validity and accuracy of the documents and corporate
records that we have examined and the facts and representations concerning the
Mergers that have come to our attention during our engagement and (ii) that the
Mergers will be consummated in the manner described in the Merger Agreement and
the Joint Proxy Statement/Prospectus.

     Subject to the foregoing and the fact that the discussion in the Joint
Proxy Statement/Prospectus under the heading "THE MERGER - Material United
States Federal Income Tax Consequences of the Merger" (the "Discussion") is a
summary and does not purport to discuss all possible United States federal
income tax consequences of the Mergers, we are of the opinion that the
Discussion states the material United States federal income tax consequences of
the Mergers to holders of MidCity Common Stock and holders of MB Common Stock
who surrender such stock in exchange for NewCo Common Stock pursuant to the
Merger Agreement. In addition, we express no opinion as to the United States
federal, state, local, foreign or other tax consequences, other than as set
forth in the Discussion. Further, there can be no assurances



that the opinion expressed herein will be accepted by the Internal Revenue
Service (the "IRS") or, if challenged, by a court. This opinion letter is
delivered in accordance with the requirements of Item 601(b)(8) of Regulation
S-K under the Securities Act.

     In rendering our opinion, we have considered the applicable provisions of
the Internal Revenue Code of 1986, as amended, Treasury Department regulations
promulgated thereunder, pertinent judicial authorities, interpretive rulings of
the IRS, and such other authorities as we have considered relevant. Statutes,
regulations, judicial decisions, and administrative interpretations are subject
to change at any time, possibly with retroactive effect. A change in the
authorities or the accuracy or completeness of any of the information,
documents, corporate records, covenants, statements, representations, or
assumptions on which our opinion is based could affect our conclusions. The
opinion set forth herein is expressed as of the date hereof, and we are under no
obligation to supplement or revise our opinion to reflect any changes (including
changes that have retroactive effect) (i) in applicable law or (ii) in any
information, document, corporate record, covenant, statement, representation, or
assumption stated herein that becomes untrue or incorrect.

     This opinion letter is furnished to you solely for use in connection with
the Mergers, as described in the Merger Agreement and the Joint Proxy
Statement/Prospectus, and is not to be used, circulated, quoted, or otherwise
referred to for any other purpose without our express written permission. In
accordance with the requirements of Item 601(b)(23) of Regulation S-K under the
Securities Act, we hereby consent to the filing of this opinion as an exhibit to
the Joint Proxy Statement/Prospectus and to the reference to our firm name under
the headings "THE MERGER - Material United States Federal Income Tax
Consequences of the Merger" and "LEGAL AND TAX MATTERS." In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission thereunder.

                                             Very truly yours,



                                             /s/ Barry P. Taff, P.C.





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