Attached files
| file | filename |
|---|---|
| EX-23.2 - EXHIBIT 23.2 - RIVERVIEW BANCORP INC | ex236710.htm |
| S-1/A - RIVERVIEW BANCORP, INC. FORM S-1/A - RIVERVIEW BANCORP INC | s16710.htm |
Exhibit
5.1
[Breyer
& Associates PC Letterhead]
July 2,
2010
Riverview
Bancorp, Inc.
900
Washington Street, Suite 900
Vancouver,
Washington 98660
|
Re:
|
Riverview Bancorp, Inc. |
|
Registration Statement
on Form S-1
|
Ladies
and Gentlemen:
At your
request, we have examined the Registration Statement on Form S-1 (the
“Registration Statement”), filed with the Securities and Exchange Commission
(the “Commission”) as of the date hereof under the Securities Act of 1933, as
amended (the “Securities Act”), by Riverview Bancorp, Inc., a Washington
corporation (the “Company”), of the common stock of the Company, $.01 par
value per share (the “Common Stock”) with an aggregate offering price of up to
$23,000,001.
The
offering of the Common Stock will be as set forth in the prospectus contained in
the Registration Statement (the “Prospectus”).
This
opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion
is expressed herein as to any matter pertaining to the contents of the
Registration Statement or Prospectus, other than as to the validity of the
Common Stock.
We have
examined the originals, or copies identified to our satisfaction, of such
corporate records of the Company, certificates of public officials, officers of
the Company, and other persons, and such other documents, agreements and
instruments as we have deemed relevant and necessary for the basis of our
opinions hereinafter expressed. In such examination, we have assumed the
following: (a) the authenticity of original documents and the genuineness
of all signatures; (b) the conformity to the originals of all documents
submitted to us as copies; and (c) the truth, accuracy, and completeness of
the information, representations and warranties contained in the records,
documents, instruments, and certificates we have reviewed.
Riverview
Bancorp, Inc.
July 2,
2010
Page
2
Based on
and subject to the foregoing, and assuming that all of the Common Stock will be
issued and sold in the manner stated in the Registration Statement and the
Prospectus; we are of opinion that:
1. The
Common Stock when issued will be duly authorized validly issued, fully paid
and non assessable.
We
express no opinion as to laws other than the laws of the State of Washington
with respect to the opinion set forth in paragraph (1) above. No opinion is
expressed herein with respect to the qualification of the Common Stock under the
securities or blue sky laws of any other state or any foreign
jurisdiction.
We hereby
consent to the reference to us under the heading Legal Matters in the Prospectus
and to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
By giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act and
the rules and regulations promulgated thereunder.
| Very truly yours, | |
| /s/ Breyer & Associates PC | |
| Breyer & Associates PC |