Exhibit 5.1
126 East King Street Lancaster, PA 17602-2893 Tel 717-299-5201 Fax 717-291-4660 www.barley.com | Kimberly J. Decker, Esquire Direct Dial Number: 717-399-1506 E-mail: kdecker@barley.com |
July 23, 2012
Codorus Valley Bancorp 105 Leader Heights Road P.O. Box 2887 York, PA 17405 | |
Re: Form S-8 Registration Statement
Dear Ladies and Gentlemen:
We have acted as counsel to Codorus Valley Bancorp, Inc. ("Company") in connection with the registration under the Securities Act of 1933, as amended, by means of a registration statement on Form S-8 (the "Registration Statement"), of 47,805 shares of the $2.50 par value common stock of the Company ("Common Stock"), to be issued under the 2007 Codorus Valley Bancorp, Inc. Employee Stock Purchase Plan (the "Plan"). The Registration Statement also registers an indeterminate number of additional shares which may be necessary to adjust the number of shares registered thereby for issuance as the result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock.
This Opinion Letter is provided pursuant to the requirements of Item 601(b)(5)(i) of Regulation S-K of the Securities and Exchange Commission for inclusion as an exhibit to the Registration Statement.
The Law covered by the opinions expressed herein is limited to the federal law of the United States of America and the law of the Commonwealth of Pennsylvania. Our opinions herein are subject to the following conditions and assumptions:
(1) The shares of Common Stock issuable pursuant to the Plan will continue to be validly authorized on the dates the Common Stock is issued pursuant to the terms of the Plan;
(2) The shares of Common Stock will be sold and issued strictly as described in the Plan and in accordance with the statutory laws of the United States of America and the Commonwealth of Pennsylvania.
(3) No other change occurs in applicable law or the pertinent facts; and
(4) The provision of "blue sky" and other securities laws as may be applicable have been complied with to the extent required.
Based upon and subject to the foregoing, and subject to the assumptions set forth herein, we are of the opinion that the shares of Common Stock to be issued pursuant to the Plan have been duly authorized and, upon receipt by the Company of the consideration required thereby, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Barley Snyder LLP
