SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
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1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
September 4, 1996
SIS Bancorp, Inc.
1441 Main Street
Springfield, Massachusetts 01102
Re: Registration Statement on Form S-8 of 868,650 shares of Common
Stock, par value $.01 per share
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), by SIS Bancorp, Inc., a Massachusetts corporation (the
"Company"), of 868,650 shares (the "Registered Shares") of its Common Stock, par
value $.01 per share ("Common Stock"), all of which Registered Shares are to be
offered by the Company, the following opinion is furnished to you to be filed
with the Securities and Exchange Commission (the "Commission") as Exhibit 5 to
the Company's registration statement on Form S-8 (the "Registration Statement")
under the Act. The Registered Shares are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Act in connection with options
granted under the Company's Director Stock Option Plan and Management Stock
Option Plan, as amended (the "Stock Option Plans") and the issuance of Common
Stock under the Company's Director Restricted Stock Plan and Management
Restricted Stock Plan (the "Restricted Stock Plans", and collectively with the
Stock Option Plans, the "Plans").
We assume that the number and issuance of shares of Common Stock or
options to be granted from time to time pursuant to the Plans have been or will
be authorized by proper action of the Board of Directors or a Committee thereof
of the Company or its predecessor and that the number, issuance and sale of the
Registered Shares to be issued directly or offered from time to time pursuant to
the exercise of such options will be determined in accordance with the
parameters described in the Plans, in accordance with the Company's Articles of
Incorporation, as amended (the "Articles"), and applicable Massachusetts law. We
further assume that prior to the issuance of any Registered Shares, there will
exist, under the Articles, the requisite number of authorized shares of Common
Stock for such issuance which are unissued and are not otherwise reserved for
issuance.
SIS Bancorp, Inc.
September 4, 1996
Page 2
We have acted as counsel to the Company in connection with the
Registration Statement, and we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Articles as presently in effect, corporate records, certificates and statements
of officers and accountants of the Company and of public officials, and such
other documents as we have considered necessary in order to furnish the opinion
hereinafter set forth.
This opinion is limited to the laws of The Commonwealth of
Massachusetts and we express no opinion with respect to the law of any other
jurisdiction.
Based on and subject to the foregoing, we are of the opinion that, upon
the issuance by the Company of Registered Shares either directly or pursuant to
the exercise of options granted under either of the Plans and in each instance
upon delivery of certificates representing the Registered Shares in the manner
contemplated by the Plans and the authorization relating thereto by the Board or
Committee, the Registered Shares represented by such certificates will be duly
authorized, validly issued, fully paid and nonassessable by the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
forming a part of the Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Sullivan & Worcester LLP
SULLIVAN & WORCESTER LLP