Exhibit 5
GRADY & ASSOCIATES
ATTORNEYS & COUNSELORS AT LAW
20220 CENTER RIDGE ROAD, SUITE 300
ROCKY RIVER, OHIO 44116-3501
www.gradyassociates.com
(440) 356-7255
Fax (440) 356-7254
fgrady@gradyassociates.com
September 13, 2016
Middlefield Banc Corp.
15985 East High Street
Middlefield, Ohio 44062
Re: Form S-3 Registration Statement
Ladies and Gentlemen:
We acted as counsel for Middlefield Banc Corp. in the preparation of Middlefield Banc Corp.’s Registration Statement on Form S-3 being filed with the SEC. The Registration Statement has to do with the proposed offer and sale of up to 338,636 shares of Middlefield Banc Corp.’s common stock, without par value, by selling stockholders identified in the Registration Statement. For this opinion we have examined such documents, records, and matters of law as we deemed necessary.
On the basis of the foregoing, we are of the opinion that Middlefield Banc Corp.’s shares of common stock offered and sold in accordance with the Form S-3 Registration Statement have been duly authorized, validly issued, and fully paid, and are nonassessable.
We hereby consent to filing of this opinion as an exhibit to the Registration Statement and to reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.
| Sincerely yours, |
| /s/ Grady & Associates |
