First Sentinel Bancorp Inc – ‘S-4/A’ on 11/3/98 – EX-5.1

As of:  Tuesday, 11/3/98   ·   Accession #:  950130-98-5234   ·   File #:  333-63601

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment No. 1 to Form S-4            198    995K 
 2: EX-5.1      Opinion of Patton Boggs LLP                            2     12K 
 3: EX-8        Opinion of Patton Boggs LLP                            3     13K 
 4: EX-23.2     Consent of Ryan Beck & Co.                             1      7K 
 5: EX-23.3     Consent of Sandler O'Neill & Partners, L.P.            1      7K 
 6: EX-23.4     Consent of Kpmg Peat Marwick LLP for 1st Source        1      7K 
 7: EX-23.5     Consent of Kpmg Peat Marwick LLP for Pulse             1      7K 
 8: EX-27       Financial Data Schedule                                2      8K 
 9: EX-99.1     Pulse Bancorp, Inc.'S Proxy Card                       2     10K 
10: EX-99.2     First Source Bancorp, Inc.'S Proxy Card                2±    10K 

EX-5.1   —   Opinion of Patton Boggs LLP

EX-5.1
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                     EXHIBIT 5.1
[PATTON BOGGS LLP letterhead] 

November 3, 1998                                                                
                                                  (202) 457-6000

First Source Bancorp, Inc.                                                      
Board of Directors                                                              
1000 Woodbridge Center Drive                                                    
Woodbridge, NJ  07095                                                           

RE:  First Source Bancorp, Inc. Registration Statement on Form S-4              

Dear  Ladies and Gentlemen:                                                     

We have acted as special counsel to First Source Bancorp, Inc., a Delaware      
corporation (the "Company"), in connection with the issuance and sale by the    
Company of an aggregate of up to 13,625,152 shares (the "Shares") of common     
stock, par value $0.01 per share (the "Common Stock"), of the Company pursuant  
to an Agreement and Plan of Merger, dated as of July 9, 1998 (the "Merger       
Agreement"), by and between the Company and Pulse Bancorp, Inc., a New Jersey   
corporation.                                                                    

This opinion is delivered in accordance with the requirements of Item 601(b)(5) 
of Regulation S-K under the Securities Act of 1933, as amended.                 

In connection with this opinion, we have examined and are familiar with         
originals or copies, certified or otherwise indicated to our satisfaction, of   
(i) the Registration Statement of the Company on Form S-4 filed with the        
Securities and Exchange Commission (the "Commission") on the date hereof (the   
"Registration Statement");  (ii) the form of certificates to be used to         
represent the Shares, (iii) the Certificate of Incorporation and By-Laws of the 
Company, as amended to date; (iv) resolutions adopted by the Board of Directors 
of the Company relating to the Merger Agreement and the issuance of Shares; and 
(vi) such other documents as we have deemed necessary or appropriate as a basis 
for the opinion set forth below.                                                

In our examination, we have assumed the genuineness of all signatures, the legal
capacity of all 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, conformed or photostatic                                    

EX-5.1
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd
First source Bancorp, Inc.                                                      
November 3, 1998                                                                
Page 2                                                                          

copies, and the authenticity of originals of such copies. As to any other facts 
material to this opinion which we did not independently establish or verify, we 
have relied upon statements or representations of officers and other            
representatives of the Company and others.                                      

The opinion is limited in all respects to matters of Federal law and the law of 
the State of Delaware, and we express no opinion as to the laws of any other    
jurisdiction.                                                                   

Based upon the foregoing and assuming the due execution and delivery of         
certificates representing the Shares in the form examined by us, we are of the  
opinion that the Shares to be issued by the Company pursuant to the Merger      
Agreement, when issued in accordance with the terms of the Merger Agreement,    
will be duly authorized, validly issued, fully paid and nonassessable.          

We hereby consent to the filing of this opinion with the Commission as Exhibit 5
to the Registration Statement.  We also consent to the reference to our firm    
under the caption "Legal Opinions" in the Registration Statement.  In giving    
such consent we do not thereby admit that we are in the category of persons     
whose consent is required under Section 7 of the Act.                           

Very truly yours,                                                               

/s/ Patton Boggs LLP                                                            

PATTON BOGGS LLP                                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/3/98		1		2
		7/9/98		1					8-K
									List all Filings