Giordano, Halleran & Ciesla A Professional Corporation Attorneys At Law Please Respond To: U.S. Postal Service Address: Post Office Box 190 Middletown, New Jersey 07748 Or: Hand Delivery and Overnight Service Address: 125 Half Mile Road, Suite 300 Red Bank, New Jersey 07701 (732) 741-3900 Fax: (732) 224-6599 www.ghclaw.com | JOHN C. GIORDANO, JR. FRANK R. CIESLA BERNARD J. BERRY, JR. JOHN A. AIELLO MICHAEL J. GROSS JOHN A. GIUNCO SHARLENE A. HUNT PHILIP D. FORLENZA MICHAEL J. CANNING r PAUL H. SCHNEIDER ELIZABETH CHRISTIAN ANDREW B. ROBINS MICHAEL A. BRUNO KURT E. ANDERSON PAUL T. COLELLA GERALD P. LALLY SEAN E. REGAN r ------- TARA PHELAN CARVER RACHEL M. RINNINSLAND DONALD F. CAMPBELL, JR. BRIAN H. HARVEY MELISSA V. SKROCKI AFIYFA H. ELLINGTON CRAIG M. GIANETTI ARI G. BURD | JAY S. BECKER TIMOTHY D. LYONSr J. SCOTT ANDERSON PETER B. BENNETT LAURENCE I. ROTHSTEIN ROBERT J. FEINBERG r PATRICK S. CONVERY MICHAEL A. PANE, JR. MICHAEL J. VITIELLO STEVEN M. DALTON PAMELA J. KNAUER TIMOTHY J. DENGLER CATHERINE J. BICK MONICA J. CERES MARC D. POLICASTRO JOSEPH C. DeBLASIO LISA MICELI WATERS ------- MATTHEW J. CERES KELLY D. GUNTHER LOUIS D. TAMBARO MICHAEL D. PAWLOWSKI MATTHEW N. FIOROVANTI JOHN L. SIKORA VINCENT M. DeSIMONE JACLYN B. KASS | OF COUNSEL: JOHN R. HALLERAN S. THOMAS GAGLIANO THOMAS A. PLISKIN RONALD P. HEKSCH DERRICK A. SCENNA STEVEN J. CORODEMUS EDWARD S. RADZELY ------- JOHN C. GIORDANO (1921-1989) ------- rCERTIFIED BY THE SUPREME COURT OF NEW JERSEY AS A CIVIL TRIAL ATTORNEY |
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EXHIBIT 5.1
January 22, 2009
Central Jersey Bancorp
1903 Highway 35
Oakhurst, New Jersey 07755
| | Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to Central Jersey Bancorp, a New Jersey corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), to which Registration Statement this opinion letter is attached as an exhibit, for the registration of (i) a warrant to purchase 268,621 shares of the Company’s common stock, par value $.01 per share (the “Warrant”), and (ii) the 268,621 shares of the Company’s common stock, par value $.01 per share, issuable upon the exercise of the Warrant (the “Common Shares”). The Warrant is held by the United States Department of the Treasury (the “Treasury”), and the Warrant and the Common Shares included for registration in the Registration Statement are being registered by the Company for the benefit of the Treasury pursuant to the Letter Agreement, dated December 23, 2008, and the related Securities Purchase Agreement – Standard Terms (the “Agreements”), between the Company and the Treasury.
We have examined and relied upon the originals, specimens, or photostatic or certified copies of (a) the Registration Statement, (b) the Agreements, and (c) such certificates, corporate and public records, agreements and instruments and other information and documents as we deemed relevant and necessary as the basis for the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of each document, agreement and instrument submitted to us as an original, the conformity to the
Our Trenton Office: 441 East State Street, Trenton, New Jersey 08608, Phone: (609) 695-3900
Giordano, Halleran & Ciesla
A Professional Corporation
Attorneys At Law
Central Jersey Bancorp
January 22, 2009
Page 2
original of each document, agreement and instrument submitted to us as a certified copy or photostatic copy, the conformity of the text of each document filed with the Commission through the Commission’s Electronic Data Gathering, Analysis and Retrieval System to the printed document reviewed by us, and the accuracy of the matters set forth in the documents, agreements and instruments we reviewed. As to any facts material to any such opinion that were not known to us, we have relied upon statements and representations of officers and other representatives of the Company.
We express no opinion concerning the laws of any jurisdiction other than those of the United States of America and the State of New Jersey.
Based upon and subject to the foregoing, we are of the opinion that:
(1) the outstanding Warrant being registered under the Registration Statement has been duly authorized and is validly issued, fully paid and non-assessable; and
(2) the Common Shares being registered under the Registration Statement have been duly authorized, and, upon the exercise of the Warrant in accordance with the terms thereof, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the General Rules and Regulations of the Commission.
| | Very truly yours, |
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| | /s/ Giordano Halleran & Ciesla, P.C. |
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| | GIORDANO, HALLERAN & CIESLA |
| | A Professional Corporation |
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