EXHIBIT 5.1
March 27, 2007
Lakeland Bancorp, Inc.
250 Oak Ridge Road
Oak Ridge, NJ 07438
Ladies and Gentlemen:
You have requested our opinion, as your counsel, in connection with the filing by Lakeland Bancorp, Inc. (the “Company”) of a Registration Statement on Form S-3 covering the registration of 56,500 shares (the “Shares”) of the common stock, no par value per share (the “Common Stock”) (and associated stock purchase rights), of the Company in connection with the Company’s rescission offer of such Shares. Such Shares were previously sold pursuant to the Lakeland Bancorp, Inc. Automatic Dividend Reinvestment and Stock Purchase Plan (the “Plan”).
We have examined and relied upon originals or copies, authenticated or certified to our satisfaction, of all such corporate records of the Company, communications or certifications of public officials, certificates of officers, directors and representatives of the Company, and such other documents as we have deemed relevant and necessary as the basis of the opinions expressed herein. In making such examination, we have assumed the genuineness of all signatures, the authenticity of all documents tendered to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies.
Based upon the foregoing and relying upon statements of fact contained in the documents which we have examined, we are of the opinion that the Shares of Common Stock (and associated stock purchase rights) covered by the Registration Statement have been duly authorized and are validly issued, fully paid and nonassessable.
This opinion is limited to the federal laws of the United States and the provisions of the New Jersey Business Corporation Act.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and any amendment thereto, and to all references to our firm included in or made part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ LOWENSTEIN SANDLER PC