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As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/28/14 CB Financial Services, Inc. S-4/A 8:6.5M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration of HTML 4.67M
Securities Issued in a
Business-Combination Transaction
2: EX-5 Opinion re: Legality HTML 12K
3: EX-8.1 Opinion re: Tax Matters HTML 18K
4: EX-8.2 Opinion re: Tax Matters HTML 14K
5: EX-23.3 Consent of Experts or Counsel HTML 7K
6: EX-23.4 Consent of Experts or Counsel HTML 7K
7: EX-99.1 Miscellaneous Exhibit HTML 25K
8: EX-99.2 Miscellaneous Exhibit HTML 33K
| EX-5 |
Exhibit 5
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
5335 Wisconsin Avenue, NW, Suite 780
—————
Telephone (202) 274-2000
Facsimile (202) 362-2902
WRITER’S DIRECT DIAL NUMBER
(202) 274-2000
The Board of Directors
CB Financial Services, Inc.
100 North Market Street
Carmichaels, Pennsylvania 15320
Ladies and Gentlemen:
We have acted as special counsel to CB Financial Services, Inc., a Pennyslvania corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended, by the Company of an aggregate of 1,744,615 shares of common stock, par value $0.4167 per share (the “Shares”), of the Company and the related preparation and filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-4 (the “Registration Statement”). In rendering the opinion set forth below, we do not express any opinion concerning law other than the corporate law of the Commonwealth of Pennsylvania.
We have examined originals or copies, certified or otherwise identified, of such documents, corporate records and other instruments, and have examined such matters of law, as we have deemed necessary or advisable for purposes of rendering the opinion set forth below. As to matters of fact, we have examined and relied upon the representations of the Company contained in the Registration Statement and, where we have deemed appropriate, representations or certificates of officers of the Company or public officials. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents submitted to us as copies. In making our examination of any documents, we have assumed that all parties had the corporate power and authority to enter into and perform all obligations thereunder, and, as to such parties, we have also assumed the due execution and delivery of such documents and the validity and binding effect and enforceability thereof. Based on the foregoing, we are of the opinion that the Shares, when issued as contemplated in the Registration Statement and the Agreement and Plan of Merger, dated as of April 14, 2014, by and between CB Financial Services, Inc. and FedFirst Financial Corporation, will have been duly authorized, and will be validly issued, fully paid and nonassessable.
CB Financial Services, Inc.
Page 2
In rendering the opinion set forth above, we have not passed upon and do not purport to pass upon the application of securities or “blue-sky” laws of any jurisdiction (except federal securities laws).
We 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 Opinions” in the Proxy Statement/Prospectus which is part of such Registration Statement.
Very truly yours,
/s/ Luse Gorman Pomerenk & Schick, P.C.
A Professional Corporation
| This ‘S-4/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/28/14 | |||
| 4/14/14 | 425 | |||
| List all Filings | ||||