Attached files
file | filename |
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8-K - FORM 8-K - EVANS BANCORP INC | l39585e8vk.htm |
EX-1.1 - EX-1.1 - EVANS BANCORP INC | l39585exv1w1.htm |
EX-99.1 - EX-99.1 - EVANS BANCORP INC | l39585exv99w1.htm |
Exhibit 5.1
LUSE GORMAN POMERENK & SCHICK
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
FACSIMILE (202) 362-2902
www.luselaw.com
May 14, 2010
Evans Bancorp, Inc.
14-16 North Main Street
Angola, New York 14006
14-16 North Main Street
Angola, New York 14006
Re: | Evans Bancorp, Inc. Issuance of 1,125,000 Shares of Common Stock |
Ladies and Gentlemen:
We have acted as special counsel for Evans Bancorp, Inc. (the Company) in connection with
the public offering of 1,125,000 shares of common stock, par value $0.50 per share (the Common
Stock), of the Company (the Shares) pursuant to a prospectus supplement dated May 10, 2010, and
the accompanying prospectus dated April 9, 2010 (collectively, the Prospectus) that form part of
the Companys effective registration statement on Form S-3 (File No. 333-165723) (the Registration
Statement) filed by the Company with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the Securities Act).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act.
In our capacity as counsel in connection with such offering, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records and instruments, as we have
deemed necessary or appropriate for purposes of this opinion letter. In our examination, we have
assumed but not verified (i) the genuineness of all signatures, (ii) the authenticity of all
documents submitted to us as originals, (iii) the conformity with the originals of all documents
supplied to us as copies, (iv) the accuracy and completeness of all corporate records and
documents, certificates and statements of fact, in each case given or made available to us by the
Company. As to facts material to the opinions, statements and assumptions expressed herein, we
have, with your consent, relied upon oral or written statements and
representations of officers and other representatives of the Company, including the representations
and warranties of the Company in the Underwriting Agreement. We have not independently verified
such factual matters. We are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization and issuance of the shares, and, for the purposes of
this opinion letter, have
LUSE GORMAN POMERENK & SCHICK
A PROFESSIONAL CORPORATION
A PROFESSIONAL CORPORATION
Sandler ONeill & Partners, L.P.
May 14, 2010
Page 2
May 14, 2010
Page 2
assumed such future proceedings will be timely completed in the manner presently proposed,
including the issuance of the Shares in the manner stated in the Prospectus Supplement, against
payment of the consideration set forth in the Prospectus Supplement.
We are opining herein as to the effects on the subject transactions only of the federal
securities and banking laws of the United States of America and the laws of the State of New York.
We express no opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any state or other jurisdiction or as to any matters of municipal law or the laws of any
local agencies within any state. Our opinions and confirmations herein are based upon our
consideration of only those statutes, rules and regulations that, in our experience, are normally
applicable to public offerings of common equity securities by a New York corporation.
Based on the foregoing, and subject to the assumptions, qualifications and limitations set
forth herein, when sold in the manner and to the extent set forth in the Registration Statement and
the Prospectus, the Shares will be duly authorized, validly issued, fully paid and non-assessable
shares of the Common Stock of the Company.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement. We also consent to the reference to our firm under the caption Legal
Matters in the Prospectus. In giving this consent, we do not admit that we are included in the
category of persons whose consent is required under Section 7 of the Securities Act or the rules
and regulations of the Commission.
We assume no obligation to advise you of any events that occur subsequent to the date of this
opinion. This opinion is being furnished to you solely for your benefit and may not be relied upon
by any other person or for any other purpose and, other than as consented to herein, it may not be
quoted in whole or in part or otherwise referred to or be filed with or furnished to any
governmental agency or other person or entity without our prior express written consent.
Very truly yours, |
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/s/ Luse Gorman Pomerenck & Schick, P.C. | ||||
LUSE GORMAN POMERENK & SCHICK, | ||||
A Professional Corporation | ||||