Attached files
| file | filename |
|---|---|
| 8-K - CITIZENS & NORTHERN CORP | v167668_8k.htm |
| EX-1.1 - CITIZENS & NORTHERN CORP | v167668_ex1-1.htm |
| EX-99.1 - CITIZENS & NORTHERN CORP | v167668_ex99-1.htm |
| EX-99.2 - CITIZENS & NORTHERN CORP | v167668_ex99-2.htm |
Exhibit 5.1
November
24, 2009
Re: Citizens & Northern Corporation –
Offering of Common Stock
|
Board
of Directors
Citizens
& Northern Corporation
90-92
Main Street
P.O.
Box 58
Wellsboro,
PA 16901
|
Ladies
and Gentlemen:
We have
acted as counsel to Citizens & Northern Corporation, a Pennsylvania
corporation (the “Company”), in connection with the offering of shares of common
stock, par value $1.00 per share (“Common Stock”), by the Company pursuant to
that certain Underwriting Agreement dated November 24, 2009, by and between the
Company and Sandler O’Neill & Partners, L.P., as the representative of the
several underwriters named in Schedule I thereto (the
“Underwriters”).
The
Underwriting Agreement provides for the purchase by the Underwriters of: (a)
2,500,000 shares of Common Stock to be issued and sold by the Company (the “Firm
Shares”); and (b) at the option of the Underwriters, up to 375,000 additional
shares of Common Stock pursuant to an over-allotment option (the “Optional
Shares” and, collectively with the Firm Shares, the “Shares”). The
Shares are to be offered and sold by the Company pursuant to a prospectus
supplement, dated November 24, 2009 (the “Prospectus Supplement”), and the
accompanying base prospectus dated October 26, 2009 (the “Base Prospectus” and,
collectively with the Prospectus Supplement, the “Prospectus”) that form part of
the Company’s effective registration statement on Form S-3 (File No. 133-162279)
(the “Registration Statement”), filed by the Company with the Securities and
Exchange Commission (the “Commission”) under the Securities Act of 1933, as
amended (the “Securities Act”). We have been requested by the Company to render
this opinion in connection with the offering pursuant to the Underwriting
Agreement and Registration Statement.
In
rendering this opinion, we have examined and relied upon such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, we have assumed the genuineness of
signatures on original documents and the conformity to such original documents
of all copies submitted to us as certified, conformed or photostatic copies, and
as to certificates of public officials, we have assumed the same to have been
properly given and to be accurate. We have further assumed the legal
capacities of all natural persons. As to matters of fact material to this
opinion, we have relied upon statements and representations of representatives
of the Company and public officials.
Based on
the foregoing, and subject to the assumptions, limitations and qualifications
set forth herein, we are of the opinion that, upon the issuance and delivery of, and payment for, the Shares in the manner contemplated by the
Underwriting Agreement,
such Shares will be
validly issued, fully paid and nonassessable.
Our
opinion is rendered as of the date hereof, and we assume no obligation to advise
you of changes in law or fact (or the effect thereof on the opinions expressed
herein) that hereafter may come to our attention. This opinion is to
be used only in connection with the offer and sale of the Shares while the
Registration Statement is in effect.
We hereby
consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement by means of its incorporation by reference from a Current
Report on Form 8-K of the Company filed with the Commission and to the use of
our name therein and in the Prospectus under the caption “Legal Matters.” In
giving such consent, we do not thereby admit that we are an “expert” within the
meaning of the Securities Act of 1933, as amended.
|
Very
truly yours,
|
|
|
/s/
Rhoads
& Sinon LLP
|
Rhoads & Sinon LLP ∙
Attorneys at Law ∙ Twelfth Floor ∙ One South Market Square ∙ PO Box
1146
Harrisburg,
PA 17108-1146 ph (717) 233-5731 ∙ fx (717) 232-1459 ∙ www.rhoads-sinon.com