August 17, 2021
Bridgewater Bancshares, Inc.
4450 Excelsior Boulevard, Suite 100
St. Louis Park, Minnesota
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3, File No. 333-230533 (the “Registration Statement”), filed by Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), which Registration Statement was declared effective on April 4, 2019. Pursuant to the Registration Statement, the Company is issuing up to 27,600 shares (the “Underlying Preferred Shares”) of its 5.875% Non-Cumulative Perpetual Preferred Stock, Series A, $0.01 par value per share, with a liquidation preference of $2,500 per share (the “Series A Preferred Stock”), and up to 2,760,000 depositary shares (the “Depositary Shares”), each representing a 1/100th interest in a share of the Series A Preferred Stock (including up to 360,000 depositary shares issuable upon exercise of an overallotment option granted by the Company). The Depositary Shares will be evidenced by depositary receipts (the “Depositary Receipts”) issued pursuant to a Deposit Agreement, dated as of August 17, 2021 (the “Deposit Agreement”), among the Company, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, Computershare Trust Company, N.A., as registrar and transfer agent, and the holders from time to time of the Depositary Receipts. The Depositary Shares are to be sold by the Company pursuant to an Underwriting Agreement, dated as of August 11, 2021 (the “Underwriting Agreement”), by and between the Company and D.A. Davidson & Co., as representative of the underwriters named therein.
This opinion letter is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein.
We have examined (i) the Registration Statement, (ii) the Underwriting Agreement, (iii) the Deposit Agreement and the form of Depositary Receipt attached thereto, (iv) the Company’s Second Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, each as currently in effect, (v) the Statement of Designation of the Company relating to the Series A Preferred Stock, as filed with the Secretary of State of the State of Minnesota on August 16, 2021, and (vi) the resolutions adopted by the board of directors of the Company and the pricing committee thereof relating to the Registration Statement, the Underwriting Agreement, the Deposit Agreement and the issuance of the Underlying Preferred Shares and the Depositary Shares. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the