Exhibit 5.1
LUSE GORMAN, PC
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
February 7, 2025
Board of Directors
Eagle Financial Services, Inc.
2 East Main Street
Berryville, Virginia 22611
| | Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We are acting as special counsel to Eagle Financial Services, Inc., a Virginia corporation (the “Company”), in connection with its Registration Statement on Form S-3 (File No. 333-269804) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed public offering of 1,796,875 shares of common stock, par value $2.50 per share, of the Company, which includes 234,375 shares subject to the underwriters’ over-allotment option (collectively, the “Shares”), pursuant to the Underwriting Agreement, dated February 6, 2025, by and between the Company and Keefe, Bruyette & Woods, Inc., acting as representative of the underwriters named therein (the “Underwriting Agreement”). This opinion letter is furnished to you at your request to enable the Company to fulfill the requirements of Item 16 to Form S-3 and Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
In rendering this opinion letter, we have reviewed copies of: (1) the Underwriting Agreement; (2) the Registration Statement; (3) the base prospectus, dated February 28, 2023, which forms a part of the Registration Statement; (4) the preliminary prospectus supplement, dated February 6, 2025, in the form filed with the SEC pursuant to Rule 424(b) of the Securities Act; (5) the final prospectus supplement, dated February 6, 2025, in the form filed with the SEC pursuant to Rule 424(b) of the Securities Act; (6) the Articles of Incorporation of the Company, as amended; (7) the Amended and Restated By-laws of the Company; and (8) certain resolutions of the Board of Directors of the Company and the Capital Committee thereof. We have also reviewed such other documents and made such other investigations as we have deemed appropriate.
In our examination, we have assumed: (1) the genuineness of all signatures; (2) the legal capacity of all natural persons; (3) the authenticity of all documents submitted to us as original documents; (4) the conformity to original documents of all documents submitted to us as copies thereof; (5) that the Underwriting Agreement has been duly authorized and validly executed and delivered by the parties thereto (other than the Company); and (6) the Shares will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Underwriting Agreement and the Registration Statement. As to various questions of fact material to this opinion, we have relied, without independent investigation, upon the statements contained in the Registration Statement and statements of officers of the Company.
