EXHIBIT 5
SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
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
May 8, 1998
SIS Bancorp, Inc.
1441 Main Street
Springfield, Massachusetts 01102
Re: Registration Statement on Form S-8 of 340,000 shares of Common
Stock, par value $0.01 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 340,000 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 Stock Option Plan, as amended and restated (the
"Plan").
We assume that the number and issuance of options to be granted from
time to time pursuant to the Plan have been or will be authorized by proper
action of the Company's Board of Directors or the proper committee thereof and
that the number, issuance and sale of the Registered Shares to be offered from
time to time pursuant to the exercise of such options will be determined in
accordance with the parameters described in the Plan, in accordance with the
Company's Articles of Organization, 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.
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.
SIS Bancorp, Inc.
May 8, 1998
Page 2
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 pursuant to the exercise of
options granted under the Plan and upon delivery of certificates representing
such Registered Shares in the manner contemplated by the Plan and the
authorization relating thereto by the Company's Board of Directors or the proper
committee thereof, 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