Exhibit 5
May 24, 1995
SDNB Financial Corp.
1420 Kettner Boulevard
San Diego, California 92101
Re: SDNB Financial Corp.; Public Offering of up to 769,582 Shares
of Common Stock, No Par Value, and 769,582 Basic Subscription
Rights
Ladies and Gentlemen:
We have acted as special counsel to SDNB Financial Corp. ("SDNB")
in connection with the preparation of a registration statement on
Form S-3 (as amended, the "Registration Statement") and the form of
prospectus constituting a part thereof (the "Prospectus"), filed with the
Securities and Exchange Commission (the "SEC") under the Securities
Act of 1933, as amended, relating to the issuance by SDNB of up to
769,582 shares of its Common Stock, no par value (the "Common Stock"),
and up to 769,582 transferable subscription rights (the "Basic
Subscription Rights"), in connection with a rights offering to
shareholders. Capitalized terms used herein without definition
shall have the meanings attributed to such terms in the Registration
Statement.
In connection with rendering this opinion we have examined and
relied upon, among other things: (i) the Registration Statement;
(ii) the Prospectus; (iii) the opinion of Sherman & Eggers, P.C.
delivered to Arnold & Porter in connection with this opinion (a copy of
which is attached hereto); and (iv) originals, or copies identified
to our satisfaction as being true copies of originals, of such other
documents relating to SDNB, the Common Stock, and the Basic Subscription
Rights as we have deemed appropriate. In such examination, we have
assumed the genuineness of all signatures on original documents, the
authenticity of all documents submitted to us as original documents,
the conformity to original documents of all documents submitted to
us as copies thereof, the legal capacity of all natural persons, and
the due execution and delivery of all documents, where due execution
and delivery are requisite to the effectiveness thereof.
On the basis of the foregoing examination and assumptions, and
in reliance thereon, and upon consideration of applicable law, we are
of the opinion that:
The Subscription Rights and the Common Stock, when issued
as contemplated in the Prospectus, will be legally issued and the
Common Stock, when sold as contemplated in the Prospectus, will be
fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as an exhibit
to the Registration Statement and to the use of our name in connection
therewith.
Very truly yours,
/s/ARNOLD & PORTER
Attachment
May 23, 1995
Arnold & Porter
777 South Figueroa Street
Suite 4400
Los Angeles, California 90017
Ladies and Gentlemen:
You have requested this firm's opinion as special counsel to SDNB
Financial Corp., a California corporation (the "Company"), as to certain
matters in connection with the Company's offering (the "Subscription
Offering") of up to 769,582 shares of its Common Stock, no par value
(the "Common Stock"), to holders of record of its Common Stock on
May 5, 1995, pursuant to transferable subscription rights. Capitalized
terms used herein without definition shall have the meanings attributed
to such terms in the Registration Statement on Form S-3 (as amended,
the "Registration Statement"), filed with the United States Securities
and Exchange Commission on April 3, 1995 (File No. 33-58379), relating
to the Subscription Rights to be distributed, and the Common Stock to
be issued, in connection with the Subscription Offering.
In rendering the opinions set forth below, we have examined the
Registration Statement and the Prospectus constituting a part thereof. We
have also examined originals or copies, certified or otherwise identified
to our satisfaction, of the Articles of Incorporation of the Company, as
restated and currently in effect (the "Articles"), the Bylaws of the Company,
as currently in effect (the"Bylaws"), the minutes of the meetings of each of
the Company's Board of Directors and shareholders, and such other corporate
records and documents and certificates of government officials as we have
deemed appropriate for the purposes of the opinions set forth below. We
have also made such investigations of law as we deem appropriate for
purposes of the opinions set forth below.
In addition, in arriving at the opinions expressed below, we have
assumed, but have not verified, that the signatures on all documents
that we have examined are genuine. We have also
assumed the authenticity of all documents submitted to us as originals and
the conformity to original documents of all documents submitted to us
as copies.
Based on the foregoing, and subject to the further qualifications set
forth below, we are of the opinion that:
1. The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of California.
The Company has full corporate power and authority to consummate the
Subscription Offering, as contemplated by the Prospectus, including, but
not limited to, the execution and filing of the Registration Statement,
the distribution of the Subscription Rights, and the issuance of Common
Stock to subscribing Rights Holders.
2. Neither the execution and filing of the Registration
Statement by the Company nor the consummation of the Subscription Offering
contemplated thereby will violate in any material respect any provision
of the Articles or Bylaws, any resolution of the board of Directors or
shareholders of the Company, or any law, statute, ordinance, code, rule,
regulation, or to the best of our knowledge, any agreement to which the
Company is a party or any court or administrative order relating to
the Company.
3. The authorized capital stock of the Company consists of
15,000,000 shares of its Common Stock, no par value. All the outstanding
shares of Common Stock of the Company have been duly authorized and
validly issued and delivered and are fully paid and nonassessable and
are not subject to any preemptive rights. The Company has reserved a
sufficient number of shares of its Common Stock for issuance in connection
with the Subscription Offering.
4. The Company's Board of Directors consists of the following
individuals, each of whom has been duly elected as a director of the
Company in accordance with the terms of the Company's Articles and Bylaws,
and none of whom has resigned or otherwise been removed from his or her
position as a director of the Company:
Charles I. Feurzeig Robert B. Horsman
Murray L. Galinson Mark P. Mandell
Margaret Costanza Patricia L. Roscoe
Karla J. Hertzog Julius H. Zolezzi
5. The Registration Statement, the Subscription Offering,
the distribution of the Subscription Rights, and the issuance of the
Company's Common Stock in connection with
the Subscription Offering have been duly and validly authorized by
resolutions adopted by the Company's Board of Directors pursuant to
the authority granted to it by the Articles and Bylaws or the California
Corporations Code.
The delivery of this opinion letter to Arnold & Porter is made for
the purpose and with the understanding that Arnold & Porter will rely
on the opinions set forth herein in order to render its opinion to the
United States Securities and Exchange commission in connection with
the Subscription Offering.
This opinion letter does not address any matters any matters other
than those expressly addressed hereto. This opinion letter does not
express any opinions as to matters arising under the laws of any
jurisdiction other than California. This opinion letter is given
for the sole benefit of Arnold & Porter; no one else is entitled to
rely upon this opinion without our express written consent. This letter
speaks only as of the date hereof, and we undertake no responsibility
to update or supplement it after such date.
Very truly yours,
/s/Sherman & Eggers
SHERMAN & EGGERS
A Professional Corporation