| MALIZIA SPIDI & FISCH, PC |
| ATTORNEYS AT LAW |
901 NEW YORK AVENUE, N.W. |
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| 1900 SOUTH ATHERTON STREET |
SUITE 210 EAST |
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| SUITE 101 |
WASHINGTON, D.C. 20001 |
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| STATE COLLEGE, PA 16801 |
(202) 434-4660 |
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| (814) 272-3502 |
FACSIMILE: (202) 434-4661 |
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| FACSIMILE: (814) 272-3514 |
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February 8, 2008
Osage Bancshares, Inc.
239 East Main Street
Pawhuska, OK 74056
| RE: | Registration Statement on Form S-8: |
| Osage Bancshares, Inc. 2007 Stock Compensation and Incentive Plan |
Ladies and Gentlemen:
We have acted as special counsel to Osage Bancshares, Inc., a Maryland corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Registration Statement”) under the Securities Act of 1933, as amended, relating to 252,664 shares of common stock, par value $.01 per share (the “Common Stock”) of the Company which may be issued (i) upon the exercise of options for 180,474 shares of Common Stock and (ii) upon the award of 72,190 shares of Common Stock as more fully described in the Registration Statement. You have requested the opinion of this firm with respect to certain legal aspects of the proposed offering.
We have examined such documents, records, and matters of law as we have deemed necessary for purposes of this opinion and based thereon, we are of the opinion that the Common Stock when issued pursuant to the stock awards granted under and in accordance with the terms of the Plan will be validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8.
| Sincerely, |
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| /s/Malizia Spidi & Fisch, PC |
| Malizia Spidi & Fisch, PC |
