EXHIBIT 5./23.1
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Opinion of Thacher Proffitt & Wood, counsel for Registrant,
as to the legality of the securities being registered
Consent of Thacher Proffitt & Wood
[THACHER PROFFITT & WOOD LETTERHEAD]
Writer's Direct Dial
212-912-7429
March 21, 1997
Carver Bancorp, Inc.
75 West 125th Street
New York, New York 10027
Re: Carver Bancorp, Inc. Management Recognition Plan
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Dear Sirs:
We have acted as counsel for Carver Bancorp, Inc., a Delaware
corporation ("Corporation"), in connection with the filing of a registration
statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement") with respect to 69,431 shares of its common stock,
par value $.01 per share ("Shares"), which may be issued pursuant to the Carver
Bancorp, Inc. Management Recognition Plan ("Plan"). In rendering the opinion set
forth below, we do not express any opinion concerning law other than the federal
law of the United States and the corporate law of the States of New York and
Delaware.
We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other instruments as we
have deemed necessary or advisable for purposes of this opinion. As to matters
of fact, we have examined and relied upon the Plan described above and, where we
have deemed appropriate, representations or certificates of officers of the
Corporation or public officials. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
documents submitted to us as copies.
Based on the foregoing, we are of the opinion that the Shares
which are being registered pursuant to the Registration Statement have been duly
authorized and, when issued and paid for in accordance with the terms of the
Plan, such Shares will be validly issued, fully paid and non-assessable.
In rendering the opinion set forth above, we have not passed
upon and do not purport to pass upon the application of "doing business" or
securities or "blue-sky" laws of any jurisdiction (except federal securities
law).
Carver Bancorp, Inc.
March 21, 1997 Page 2.
This opinion is given solely for the benefit of the
Corporation and purchasers of shares under the Plan, and no other person or
entity is entitled to rely hereon without express written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to our Firm's name therein.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/ Lisa M. Miller
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Lisa M. Miller