Exhibit 5
LUSE GORMAN POMERENK & SCHICK
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 400
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
WRITER’S DIRECT DIAL NUMBER | WRITER’S EMAIL | |
(202) 274-2000 |
November 14, 2008
The Board of Directors
Territorial Bancorp Inc.
1132 Bishop Street
Suite 2200
Honolulu, Hawaii 96813
Re: | Territorial Bancorp Inc. |
Common Stock, Par Value $0.01 Per Share
Gentlemen:
You have requested the opinion of this firm as to certain matters in connection with the offer and sale (the “Offering”) of Territorial Bancorp Inc. (the “Company”) Common Stock, par value $0.01 per share (“Common Stock”). We have reviewed the Company’s Articles of Incorporation, Registration Statement on Form S-1 (the “Form S-1”), as well as applicable statutes and regulations governing the Company and the offer and sale of the Common Stock. The opinion expressed below is limited to the Maryland General Corporation Law (which includes applicable provisions of the Maryland Constitution and reported judicial decisions interpreting the Maryland General Corporation Law and the Maryland Constitution).
We are of the opinion that upon the declaration of effectiveness of the Form S-1, the Common Stock, when sold pursuant to the Company’s prospectus and the Plan of Conversion and Reorganization of Territorial Mutual Holding Company, a federally-chartered mutual holding company, will be legally issued, fully paid and non-assessable.
This Opinion has been prepared in connection with the Form S-1. We hereby consent to our firm being referenced under the caption “Legal Matters,” and for inclusion of this opinion as an exhibit to the Registration Statement on Form S-1.
Very truly yours, |
/s/ Luse Gorman Pomerenk & Schick |
LUSE GORMAN POMERENK & SCHICK |
A PROFESSIONAL CORPORATION |