Exhibit 5
LUSE GORMAN, PC
ATTORNEYS AT LAW
5335 Wisconsin Avenue, NW, Suite 780
Washington, D.C. 20015
Telephone (202)274-2000
Facsimile (202)362-2902
www.luselaw.com
September 9, 2019
Board of Directors
Bogota Financial Corp.
819 Teaneck Road
Teaneck, New Jersey 07666
| Re: | Bogota Financial Corp. |
Registration Statement on FormS-1
Members of the Board:
You have requested the opinion of this firm as to certain matters in connection with the offer and sale and contribution of the shares of common stock, par value $0.01 per share (the “Common Stock”), of Bogota Financial Corp. (the “Company”), a Maryland corporation.
We have reviewed the Company’s Articles of Incorporation and its Registration Statement onForm S-1 (the“Form S-1”), the Plan of Mutual Holding Company Reorganization and Minority Stock Issuance of Bogota Savings Bank (the “Plan”), 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 FormS-1, the Common Stock, when issued and sold, and, in the case of Bogota Community Foundation, Inc., contributed, in accordance with the Plan, will be legally issued, fully paid andnon-assessable.
We hereby consent to our firm being referenced under the caption “Legal and Tax Matters” in the Prospectus contained in the FormS-1 and to the filing of this opinion as an exhibit to the FormS-1.
| Very truly yours, |
/s/ Luse Gorman, PC |
| Luse Gorman, PC |
