Exhibit 5
LUSE GORMAN POMERENK & SCHICK
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
5335 Wisconsin Avenue, NW, 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
September 12, 2013
The Board of Directors
Edgewater Bancorp, Inc.
321 Main Street
St. Joseph, Michigan 49085
Re: Edgewater 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 the shares of common stock, par value $0.01 per share (“Common Stock”) of Edgewater Bancorp, Inc. (the “Company”). 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 laws of the State of Maryland (which includes applicable provisions of the Maryland General Corporation Law, 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 and the due adoption by the Board of Directors of the Company (or authorized committee thereof) of a resolution fixing the number of shares of Common Stock to be sold, the Common Stock, when issued and sold in the manner described in the Registration Statement, will be validly issued, fully paid and non-assessable.
We hereby consent to our firm being referenced under the caption “Legal Matters” and to the filing of this opinion as an exhibit to the Form S-1.
| Very truly yours, |
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| /s/ Luse Gorman Pomerenk & Schick, PC |
| LUSE GORMAN POMERENK & SCHICK |
| A PROFESSIONAL CORPORATION |