EXHIBIT 5
Warner Norcross + Judd LLP
Attorneys at Law
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487
July 26, 2019
ChoiceOne Financial Services, Inc.
109 East Division
Sparta, Michigan 49345
| | Re: | Form S-4 Registration Statement
3,604,171 Shares of Common Stock, No Par Value |
Dear Ladies and Gentlemen:
We represent ChoiceOne Financial Services, Inc., a Michigan corporation ("ChoiceOne"), with respect to the above-captioned registration statement on Form S-4, including the joint proxy statement and prospectus contained therein (the "Registration Statement"), filed pursuant to the Securities Act of 1933, as amended (the "Act"), in connection with the proposed merger of County Bank Corp. ("County") with and into ChoiceOne pursuant to the terms of an Agreement and Plan of Merger, dated as of March 22, 2019 between ChoiceOne and County (the "Merger Agreement").
As counsel for ChoiceOne, we are familiar with its Articles of Incorporation and Bylaws and have reviewed, among other things, the following:
| | 2. | The Registration Statement; |
| | 3. | A proposed amendment to ChoiceOne's Articles of Incorporation that would increase the number of authorized shares of common stock of ChoiceOne from 7,000,000 to 12,000,000 (the "Articles Amendment"); |
| | 4. | Certain resolutions of ChoiceOne's board of directors; and |
| | 5. | Such other documents and records that we have deemed necessary or appropriate for purposes of rendering this opinion. |
In our review, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, and the authenticity of all documents submitted to us as originals or copies.
Based on the foregoing, we are of the opinion that, upon (i) the Registration Statement becoming effective under the Act; (ii) receipt of the requisite shareholder vote and satisfaction of the other closing conditions in the Merger Agreement (including approval of the Articles Amendment by the shareholders of ChoiceOne) and consummation of the transactions contemplated in the Merger Agreement; and (iii) issuance of the shares in the manner contemplated in the Merger Agreement, any and all shares of ChoiceOne common stock that are the subject of the Registration Statement will be validly issued, fully paid, and nonassessable.
This opinion, which is limited to the matters specifically referenced in this letter and is further limited to the laws of the State of Michigan and the federal laws of the United States of America, is effective as of the date of this opinion. No expansion of our opinion may be made by implication or otherwise. This opinion is for use in connection with the Registration Statement and may not be relied on in connection with other matters.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and the references to us under the heading "Legal Matters" in the related prospectus and proxy statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the SEC promulgated thereunder.
| | Warner Norcross + Judd LLP | |
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| | /s/ Charlie Goode | |
| | Charlie Goode A Partner | |
