LUSE GORMAN POMERENK & SCHICK
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
WRITER’S DIRECT DIAL NUMBER
(202) 274-2000
December 20, 2013
Board of Directors
Hamilton Bancorp, Inc.
501 Fairmount Avenue, Suite 200
Towson, MD 21286
| | Re: | Hamilton Bancorp, Inc. |
Registration Statement on Form S-8
Members of the Board of Directors:
You have requested the opinion of this firm as to certain matters in connection with the registration of common stock, par value $0.01 per share (the “Common Stock”), of Hamilton Bancorp, Inc. (the “Company”) to be issued pursuant to the Hamilton Bancorp, Inc. 2013 Equity Incentive Plan (the “Equity Plan”).
In rendering the opinion expressed herein, we have reviewed the Articles of Incorporation of the Company, the Equity Plan, the Company’s Registration Statement on Form S-8 (the “Form S-8”), as well as applicable statutes and regulations governing the Company. We have assumed the authenticity, accuracy and completeness of all documents in connection with the opinion expressed herein. We have also assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are rendered.
Based on the foregoing, we are of the following opinion:
Following the effectiveness of the Form S-8, the Common Stock of the Company, when issued in connection with the exercise of options and the award of restricted stock pursuant to the Equity Plan and in accordance with the terms and conditions of the Equity Plan, will be legally issued, fully paid and non-assessable.
This opinion has been prepared solely for the use of the Company in connection with the preparation and filing of the Form S-8, and should not be used for any other purpose or relied upon by any other person without the prior written consent of this firm. We hereby consent to the use of this opinion in the Form S-8.
Very truly yours,
/s/ Luse Gorman Pomerenk & Schick
Luse Gorman Pomerenk & Schick,
A Professional Corporation
