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EXHIBIT 5.1
[XXXXXXX XXXX & FRIENDRICH LLP LETTERHEAD]
______________, 1998
Reliance Bancshares
0000 Xxxxx 00xx Xxxxxx
Xxxxxxxxx, XX 00000
Re: Agreement and Plan of Reorganization by and between St.
Xxxxxxx Capital Corporation and Reliance Bancshares, Inc.
dated ________, 1998
Gentlemen:
We have represented St. Xxxxxxx Capital Corporation, a Wisconsin
corporation ("Acquiror"), and St. Xxxxxxx Bank, a federally-chartered savings
bank ("Acquiror-Bank"), in connection with the preparation, execution and
delivery of the Agreement and Plan of Reorganization (the "Agreement") dated
______________, 1998 by and between Acquiror and Reliance Bancshares, Inc., a
Wisconsin corporation (the "Company") and the related Agreement and Plan of
Merger, dated ______________, 1998 (the "Plan of Merger"), by and between the
Acquiror and the Company, providing for the merger of the Company with and into
the Acquiror. In that capacity, we are familiar with the terms of the
Agreement, the Plan of Merger, the Registration Statement on Form S-4 filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Registration Statement"), and have
made such examinations and inquiries as we have considered necessary or
appropriate for the purpose of rendering this Opinion of Counsel pursuant to
Section 8.02 of the Agreement.
This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, and this Opinion
Letter should be read in conjunction therewith.
In rendering this opinion, we have assumed the genuineness of all
signatures (other than those of our clients which have been certified to us as
genuine), the authenticity of documents submitted to us as originals, and the
conformity to the originals of all documents submitted to us as certified,
conformed or photostatic copies. As to various questions of fact material to
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our opinion, we have relied upon a certificate of officers of the Acquiror and
of state authorities, copies of which are attached hereto. This opinion is
limited to matters of the federal laws of the United States expressly
referenced herein and the laws of the State of Wisconsin including Chapter 180,
the Business Corporations Law of the State of Wisconsin.
Based upon the foregoing, it is our opinion that:
1. Acquiror is a corporation validly existing (status certificate
attached) under the laws of the State of Wisconsin and has the corporate power
and authority to own its property and to carry on its business as now
conducted.
2. The execution and delivery of the Agreement and consummation
of the transactions contemplated thereby have been duly authorized by the Board
of Directors of Acquiror. The Agreement has been duly and validly executed and
delivered by Acquiror and constitutes the legal, valid and binding obligation
of Acquiror, enforceable against it in accordance with its terms, except we
express no opinion as to the enforceability of any non-compete or
confidentiality provisions contained therein.
3. The execution and delivery of the Plan of Merger and
consummation of the transactions contemplated thereby have been duly authorized
by the Board of Directors of Acquiror. The Plan has been duly and validly
executed and delivered by Acquiror and constitutes the legal, valid and binding
obligation of Acquiror enforceable against Acquiror in accordance with its
terms, except we express no opinion as to the enforceability of any non-compete
or confidentiality provisions contained therein.
4. The Acquiror Common Stock to be issued pursuant to the terms
of the Agreement is duly authorized and, when issued, will be validly issued,
fully paid and nonassessable, except insofar as liability may be imposed
pursuant to Section 180.0622 of the Wisconsin Business Corporation Law, as
judicially interpreted. The Acquiror Common Stock is subject to a Registration
Statement on Form S-4, which has been declared effective by the Commission and,
to our knowledge without independent investigation, (i) is not subject to any
stop order and (ii) no stop order is threatened.
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5. The execution and delivery of the Agreement and consummation
of the transaction contemplated thereby will not violate or conflict with
either the Acquiror's Certificate of Incorporation or Bylaws.
6. The authorized capital stock of the Acquiror consists of
______ shares of Common Stock, $____ par value per share, together with ____
shares of Preferred Stock, $____ par value per share.
7. At the time that the Registration Statement was declared
effective by the Commission, the Registration Statement (other than the
financial statements and supporting schedules and the financial and statistical
information or date included therein, and other than with respect to
information relating to Reliance, both as to which we express no opinion)
complied as to form in all material respects with the requirements of the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder.
8. The Acquiror Common Stock to be issued in the Merger has been
qualified or exempted under all applicable state securities or blue sky laws,
and has been approved for listing on the Nasdaq National Market, subject to
official notice thereof.
We have not made an independent investigation of the accuracy,
completeness or fairness of statements contained in the Registration Statement.
However, in the course of our above-referenced representation nothing has come
to our attention that would lead us to believe that, with respect to the
Acquiror, the Registration Statement or any amendment or supplement thereto, or
any document incorporated by reference therein, contains any untrue statement
of material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading (except that
we express no opinion as to the financial statements and other financial data
included therein).
This opinion is rendered solely to you and is not to be quoted in
whole or in part or otherwise referred to, nor is it to be filed with any
governmental agency or by any other person without our prior written consent,
nor may it be relied upon by anyone other than you.
Very truly yours,
XXXXXXX XXXX & XXXXXXXXX LLP
