Exhibit 5.1
52 East Gay Street
P.O. Box 1008
Columbus, Ohio 43216-1008
614.464.6400 | www.vorys.com
Founded 1909
January 7, 2025
CF Bankshares Inc.
4960 E. Dublin Granville Rd., Suite #400
Columbus, OH 43081
| Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to CF Bankshares Inc., a Delaware corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) on the date hereof pursuant to the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations promulgated thereunder (the “Rules and Regulations”), relating to the offer and sale from time to time pursuant to Rule 415 under the Act by the securityholders named in the Registration Statement (the “Selling Securityholders”) of the following securities (collectively, the “Securities”): up to 1,260,700 shares of the Company’s nonvoting common stock, par value $0.01 per share (“Non-Voting Common Shares”); and up to 1,260,700 shares of the Company’s (voting) common stock, par value $0.01 per share (“Voting Common Shares”), issuable upon conversion of shares of the Non-Voting Common Shares. The Securities may be offered and sold from time to time pursuant to Rule 415 under the Act as set forth in the Registration Statement, and amendments thereto, the prospectus contained in the Registration Statement (the “Prospectus”) and one or more supplements to such Prospectus.
In connection with rendering this opinion, we have examined, to the extent deemed necessary, originals or copies, the authenticity of which has been established to our satisfaction, of: (a) the Registration Statement, including the Prospectus; (b) the Company’s Certificate of Incorporation, as currently in effect (the “Certificate of Formation”); (d) the Company’s Second Amended and Restated Bylaws, as currently in effect; and (e) certain corporate records of the Company, including resolutions adopted by the directors of the Company. We have also relied upon such oral or written statements and representations of the officers of the Company and examined such certificates of public officials and authorities of law as we have deemed relevant as a basis for the opinion expressed herein.
In our examination of the aforesaid records, documents and certificates, we have assumed, without independent investigation, the authenticity of all records, documents and certificates examined by us, the correctness of the information contained in all records, documents and certificates examined by us, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents and certificates, the authority of all individuals entering and maintaining records, and the conformity to authentic originals of all items submitted to us as copies (whether certified, conformed, photostatic or by other electronic means) of records, documents or certificates. We have relied solely upon the examinations and inquiries recited herein, and, except for the examinations and inquiries recited herein, we have not undertaken any independent investigation to determine the existence or absence of any facts, and no inference as to our knowledge concerning such facts should be drawn.
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CF Bankshares Inc.
January 7, 2025
Page 2
In connection with rendering this opinion, we have assumed that (i) the Certificate of Formation and Bylaws will not have been amended in any manner that would affect any legal conclusion set forth herein, (ii) the Registration Statement, and any amendments thereto (including any post-effective amendments), will have become effective and (iii) with respect to Securities to be offered through an agent, underwriter or dealer or to or through a market maker, the form, terms and conditions of a definitive purchase, underwriting, placement, agency or similar agreement with respect to any Securities or, with respect to Securities to be offered and sold by the Selling Securityholders directly to investors in privately negotiated transactions, the form, terms and conditions of such agreement with respect to the Securities, will have been duly authorized and validly executed and delivered by the parties thereto (other than the Company).
Based upon and subject to the foregoing and subject to the qualifications and limitations set forth herein, as of the date hereof, we are of the opinion that (1) the Non-Voting Common Shares to be offered and sold pursuant to the Registration Statement are validly issued, fully paid and non-assessable and (2) upon the conversion of the Non-Voting Common Shares in accordance with the terms of the Non-Voting Common Shares as set forth in the Certificate of Formation, the related Voting Common Shares will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited solely to the laws of the State of Delaware, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinions expressed herein. Our opinions are limited to those expressly set forth herein, and we express no opinions by implication.
This opinion is based upon the laws and legal interpretations in effect, and the facts and circumstances existing, on the date hereof, and we assume no obligation to revise or supplement this opinion should any such law or legal interpretation be changed by legislative action, judicial interpretation or otherwise or should there be any change in such facts or circumstances.
This opinion is furnished by us solely in connection with the offering of the Securities covered by the Registration Statement and the filing of the Registration Statement and any amendments thereto. Notwithstanding the foregoing, we consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement and to the reference to us therein. By giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulation.
Except in connection with the Registration Statement as aforesaid, no portion of this opinion may be quoted or otherwise used by any person without our prior written consent.
Sincerely,
/s/ Vorys, Sater, Seymour and Pease LLP
Vorys, Sater, Seymour and Pease LLP
