EXHIBIT 5.1
Stevens & Lee
A PA Professional Corporation
600 College Road East
Suite 4400
Princeton, NJ 08540
(609) 243-9111 Fax (609) 243-9333
www.stevenslee.com
October 14, 2005
Board of Directors
AmeriServ Financial, Inc.
216 Franklin Street
Johnstown, PA 15907
Re: AmeriServ Financial, Inc.
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), in connection with the registration
for resale from time to time of an aggregate of 2,367,760 shares of common
stock, $2.50 par value per share, (the "Shares") of AmeriServ Financial, Inc., a
Pennsylvania corporation (the "Company"). All of the Shares are being registered
on behalf of, and will be offered and sold by, the selling shareholders named in
the Registration Statement.
In connection with delivering this opinion, we, as counsel, have reviewed
the following documents:
1. The Registration Statement;
2. The articles of incorporation of the Company, as certified by the
Secretary of the Commonwealth of Pennsylvania on September 8, 2005;
3. The bylaws of the Company certified by the Company as presently
in effect;
4. Resolutions adopted by the Board of Directors of the Company on August
18, 2005, and by the Pricing Committee of the Board of Directors on September
26, 2005, authorizing and approving the Registration Statement, the issuance and
sale of the Shares and the matters related thereto; and
5. Such other documents relating to the Registration Statement and the
issuance and sale of the Shares by the Company, including, without limitation, a
Cross-Receipt evidencing the Company's receipt of consideration for the Shares,
as we have deemed appropriate.
Based upon our review of the above, and subject to the qualifications,
limitations, assumptions and exceptions set forth below, it is our opinion that:
The Shares have been duly authorized and are validly issued, fully paid and
non-assessable.
In providing this opinion we have assumed, without investigation, the
authenticity of documents submitted to us as originals, the conformity to the
originals of any document submitted to us as a copy, the authenticity of the
originals of such documents submitted to us as copies, the genuineness of all
signatures and the legal capacities of natural persons.
Our opinion set forth herein is based upon and relies upon the current
state of the law and, in all respects, is subject to and may be limited by
future legislation and regulations as well as developing case law. We assume no
obligation to update or
supplement our opinions set forth herein to reflect any facts or circumstances
that may hereafter come to our attention or any changes in laws or regulations
or any judicial decisions that may hereafter occur.
We are admitted to the Bar of the Commonwealth of Pennsylvania, and we do
not express any opinion as to the laws of any other jurisdiction.
This opinion is intended solely for the information of the addressee hereof
and is not to be quoted in whole or in part nor is it to be filed with any
governmental agency or other person without our prior written consent. No other
person or entity is entitled to rely on this opinion without our prior written
consent.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ STEVENS & LEE
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