Attached files
file | filename |
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S-1/A - FORM S-1/A - PVF CAPITAL CORP | l37922csv1za.htm |
EX-23.2 - EX-23.2 - PVF CAPITAL CORP | l37922cexv23w2.htm |
[LETTERHEAD
OF KILPATRICK STOCKTON LLP]
Suite 900 607 14th St., NW
Washington DC 20005-2018
t 202 508 5800 f 202 508 5858
www.KilpatrickStockton.com
Washington DC 20005-2018
t 202 508 5800 f 202 508 5858
www.KilpatrickStockton.com
direct dial 202 508 5881 | ||
direct fax 202 585 0051 | ||
January 29,2010 | SKehoe@KilpatrickStockton.com |
PVF Capital Corp.
30000 Aurora Road
Solon, Ohio 44139
30000 Aurora Road
Solon, Ohio 44139
Ladies and Gentlemen:
We have acted as special counsel to PVF Capital Corp., an Ohio corporation (the Company), in
connection with the offering by the Company to its shareholders of non-transferable subscription
rights (the Rights) entitling the holders thereof to purchase shares of common stock, par value
$0.01 per share (the Common Stock), of the Company (the Rights Offering). Pursuant to the
Rights Offering, shares of Common Stock may be issued and sold by the Company upon exercise of the
Rights (the Rights Shares). We are also acting as counsel to the Company in connection with the
issuance and sale by the Company of shares of its Common Stock (the Standby Shares) to standby
purchasers (the Standby Offering). The Company has filed a Registration Statement on Form S-1
(the Registration Statement), with the Securities and Exchange Commission (the Commission) to
effect the registration under the Securities Act of 1933, as amended (the Act) of the Rights, the
Rights Shares and the Standby Shares. The Registration Statement includes a prospectus (the
Prospectus) to be furnished to the shareholders of the Company in connection with the Rights
Offering and to the standby purchasers in connection with the Standby Offering. The Rights, the
Rights Shares and the Standby Shares are collectively referred to herein as the Securities.
We have reviewed the Registration Statement and the corporate proceedings of the Company with
respect to the authorization of the issuance of the Securities. We have also examined originals or
copies of such documents, corporate records, certificates of public officials and other
instruments, and have conducted such other investigations of law and fact as we have deemed
necessary or advisable for purposes of our opinion. In our examination, we have assumed, without
verification, the genuineness of all signatures, the authenticity of all documents and instruments
submitted to us as originals, and the conformity to the originals of all documents and instruments
submitted to us as certified or conformed copies.
Our opinion is limited to the matters set forth herein, and we express no opinion other than
as expressly set forth herein. In rendering the opinion set forth below, we do not express any
opinion concerning law other than the corporate law of the State of Ohio.
PVF Capital Corp.
January 29, 2010
Page 2
January 29, 2010
Page 2
For purposes of this opinion, we have assumed that, prior to the issuance of any Securities,
the Registration Statement, as finally amended, will have become effective under the Act.
Based upon and subject to the foregoing, it is our opinion that:
(i) the Rights, when issued in the manner described in the Registration Statement, will be
validly issued and will constitute valid and legally binding obligations of the Company, except to
the extent that enforceability may be limited by applicable bankruptcy, insolvency, liquidation,
reorganization, moratorium and similar laws affecting the rights of creditors generally, and by
general principles of equity;
(ii) the Rights Shares, when issued and sold in the manner described in the Registration
Statement, will be validly issued, fully paid and nonassessable; and
(iii) the Standby Shares, when issued and sold in the manner described in the Registration
Statement, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the reference to our firm under the heading Legal Matters in the prospectus which is part
of the Registration Statement. In giving such consent, we do not hereby admit that we are experts
or are otherwise within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Commission thereunder.
Very truly yours, KILPATRICK STOCKTON LLP |
||||
/s/ Sean P. Kehoe | ||||
Sean P. Kehoe, a Partner | ||||