Exhibit 5.1
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 | | Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com |
September 21, 2022
Board of Directors
CNB Financial Corporation
1 South Second Street
P.O. Box 42
Clearfield, Pennsylvania 16830
Ladies and Gentlemen:
We are acting as counsel to CNB Financial Corporation, a Pennsylvania corporation (the “Company”), in connection with the public offering of 4,257,446 shares of the Company’s common stock, no par value per share (the “Shares”) (including 555,319 Shares issued upon the exercise of the Underwriters’ option to purchase additional Shares), pursuant to the terms of the Underwriting Agreement (the “Agreement”), dated September 15, 2022, between the Company and PNC Capital Markets LLC, d/b/a PNC FIG Advisory, as representative of the underwriters named therein (the “Underwriters”). The offering by the Company is being made pursuant to a prospectus supplement dated September 16, 2022 and the accompanying prospectus dated June 25, 2020 (such documents, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (File No. 333-236-018) (the “Original Registration Statement”), as amended by the registration statement on Form S-3 filed with the Commission pursuant to Rule 462(b) (the “462(b) Registration Statement,” and together with the Original Registration Statement, the “Registration Statement”) under the the Securities Act of 1933, as amended (the “Securities Act”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinion hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
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