Attached files
file | filename |
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EX-99.2 - EX-99.2 - EVANS BANCORP INC | d258023dex992.htm |
EX-99.1 - EX-99.1 - EVANS BANCORP INC | d258023dex991.htm |
EX-1.1 - EX-1.1 - EVANS BANCORP INC | d258023dex11.htm |
8-K - FORM 8-K - EVANS BANCORP INC | d258023d8k.htm |
Exhibit 5.1
LUSE GORMAN, PC
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
January 23, 2017
The Board of Directors
Evans Bancorp, Inc.
One Grimsby Drive
Hamburg, New York 14075
Re: | Evans Bancorp, Inc. Common Stock, Par Value $0.50 Per Share |
Ladies and Gentlemen:
We have acted as counsel to Evans Bancorp, Inc., a New York corporation (the Company), in connection with the offering of shares of common stock, par value $0.50 per share (the Common Stock), by the Company pursuant to the Underwriting Agreement, dated January 18, 2017 (the Underwriting Agreement), by and among the Company, its wholly-owned subsidiary, Evans Bank, National Association, and Sandler ONeill & Partners, L.P., for itself and as representative of the several underwriters (together, the Underwriters). The Underwriting Agreement provides for the purchase by the Underwriters of 400,000 shares of the Companys Common Stock and, at the option of the Underwriters, up to 60,000 additional shares of Common Stock pursuant to an option to purchase additional shares (collectively, the Shares). The Shares are being offered and sold by the Company pursuant to a prospectus supplement dated January 18, 2017, and the accompanying base prospectus dated April 22, 2016 (together, the Prospectus), that form part of the Companys effective registration statement on Form S-3, as amended (File No. 333-210443) (the Registration Statement) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended.
We have reviewed the Registration Statement, the Prospectus, the Underwriting Agreement, and the corporate proceedings of the Company with respect to the authorization of the issuance of the Shares. 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. The opinion expressed below is limited to New York Business Corporation Law.
The Board of Directors
Evans Bancorp, Inc.
January 23, 2017
Page 2
Based upon the foregoing, and subject to the assumptions, exceptions, limitations, and qualifications stated herein, we are of the opinion that, when issued, delivered, and paid for in the manner and in accordance with the terms set forth in the Registration Statement, the Prospectus, and the Underwriting Agreement, the Shares will be validly issued, fully paid, and nonassessable.
We hereby consent to our firm being referenced under the captions Legal Matters and Legal Opinions in the Prospectus, and to the inclusion of this opinion as an exhibit to the Registration Statement.
Very truly yours, |
/s/ Luse Gorman, PC |
LUSE GORMAN, PC |