EXHIBIT 5A
[Luse Gorman Pomerenk & Schick Letterhead]
(202) 274-2000
May 3, 2006
The Board of Directors
Seneca-Cayuga Bancorp, Inc.
19 Cayuga Street
Seneca Falls, New York 13148
RE: | Seneca-Cayuga Bancorp, Inc. |
Common Stock Par Value $0.01 Per Share
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in connection with the offer and sale (the “Offering”) of up to 1,071,225 shares of Seneca-Cayuga Bancorp, Inc. (the “Company”) Common Stock, par value $0.01 per share (“Common Stock”). We have reviewed the Company’s Charter, Registration Statement on Form SB-2 (the “Form SB-2”), as well as applicable statutes and regulations governing the Company and the offer and sale of the Common Stock.
We are of the opinion that upon the declaration of effectiveness of the Form SB-2, the Common Stock, when sold pursuant to the Company’s prospectus and the Seneca Cayuga Bancorp, Inc. Stock Issuance Plan, will be legally issued, fully paid and non-assessable.
We have relied on the laws of the United States of America in providing this opinion. This opinion has been prepared in connection with the Form SB-2. We hereby consent to our firm being referenced under the caption “Legal and Tax Matters,” and for inclusion as an exhibit to the Registration Statement on Form SB-2.
Very truly yours, |
/s/ Luse Gorman Pomerenk & Schick, P.C. |
LUSE GORMAN POMERENK & SCHICK |
A PROFESSIONAL CORPORATION |