Attached files
file | filename |
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S-1 - S-1 - UNITY BANCORP INC /NJ/ | a2219666zs-1.htm |
EX-23.1 - EX-23.1 - UNITY BANCORP INC /NJ/ | a2219666zex-23_1.htm |
Exhibit 5.1
April 15, 2014
Unity Bancorp, Inc.
64 Old Highway 22
Clinton, NJ 08809
Re: Unity Bancorp, Inc.
Registration Statement on Form S-1
Dear Sir or Madam:
We have acted as counsel for Unity Bancorp, Inc., a New Jersey corporation (the Company) in connection with its registration statement on Form S-1, as amended (the Registration Statement), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the Act). The Registration Statement includes a prospectus (the Prospectus) to be furnished to shareholders of the Company in connection with the distribution by the Company to its shareholders of non-transferable subscription rights (the Rights) entitling the holders thereof to purchase up to 760,163 newly issued shares of the common stock, no par value 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). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
In so acting, we have examined, and relied as to matters of fact upon, the originals, or copies certified or otherwise identified to our satisfaction, of the Certificate of Incorporation and By-laws of the Company and such other certificates (including certificates of officers of the Company), records, instruments and documents, and have made such other and further investigations, as we have deemed necessary or appropriate to enable us to express the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents.
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) the effectiveness of the Registration Statement, (ii) the issuance of the Rights and the Rights Shares in the manner described in the Registration Statement and
(iii) the receipt by the Company of the consideration for the Rights Shares specified in the resolutions of the Board of Directors, (A) the Rights will be valid and 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; and (B) the Rights Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
This opinion is limited to the laws of the State of New Jersey and no opinion is expressed as to the laws of any other jurisdiction. The opinion expressed herein does not extend to compliance with federal and state securities laws relating to the sale of Rights Shares. The opinion is rendered solely for your benefit and that of subscribers in connection with the transaction described above and may not be used or relied upon by any other person without prior written consent in each instance.
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/s/ WINDELS MARX LANE & MITTENDORF, LLP |