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Exhibit 5
Opinion of Muldoon Murphy and Faucette LLP
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August 14, 2001
Board of Directors
Security Financial Bancorp, Inc.
9321 Wicker Avenue
St. John, Indiana 46373
Re: Security Financial Bancorp, Inc. 2000 Stock-Based Incentive Plan
Registration Statement on Form S-8 for Offer and Sale of
271,384 Shares of Common Stock
Ladies and Gentlemen:
We have been requested by Security Financial Bancorp, Inc., a Delaware
corporation (the "Company"), to issue a legal opinion in connection with the
registration (the "Registration") of 271,384 shares of the Company's Common
Stock, $.01 par value (the "Shares"), on Form S-8 under the Securities Act of
1933. The Registration covers 193,846 Shares that may be issued upon the
exercise of stock options and 77,538 Shares that may be distributed as
restricted stock awards under the Security Financial Bancorp, Inc. 2000
Stock-Based Incentive Plan (the "Plan").
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity with the originals of all documents supplied to us as copies, and
(iv) the accuracy and completeness of all corporate records and documents and of
all certificates and statements of fact, in each case given or made available to
us by the Company or its subsidiary.
Based on the foregoing and limited in all respects to Delaware law, it is
our opinion that the Shares reserved under the Plan have been duly authorized
and, upon payment for and issuance of the Shares in the manner described in the
Plan, will be legally issued, fully paid and nonassessable.
The following provisions of the Certificate of Incorporation of Security
Financial Bancorp, Inc., may not be given effect by, or may be subject to
equitable limitations by, a court applying Delaware law, but, in our opinion,
any failure to give effect to, or limitations placed upon, such provisions will
not affect the duly authorized, validly issued, fully paid and nonassessable
status of the Common Stock:
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Board of Directors
Security Financial Bancorp, Inc.
August 14, 2001
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(a) Subsections C.3 and C.6 of Article FOURTH which grant the Board the
authority to construe and apply the provisions of that Article and
subsection C.4 of Article FOURTH, to the extent it obligates any
person to provide, or authorizes the Board to demand, complete
information concerning beneficial ownership of the Company's common
stock; and
(b) Article NINTH which authorizes the Board to consider the effect of
any offer to acquire the Company on constituencies other than
stockholders in evaluating any such offer.
This opinion is rendered to you solely for your benefit in connection with
the issuance of the Shares as described above. This opinion may not be relied
upon by any other person or for any other purpose, and it should not be quoted
in whole or in part or otherwise referred to or be furnished to any governmental
agency (other than the Securities and Exchange Commission in connection with the
aforementioned Registration Statement on Form S-8 in which this opinion is
contained) or any other person or entity without the prior written consent of
this firm.
We note that, although certain portions of the Registration Statement on
Form S-8 (the financial statements and schedules) have been included therein
(through incorporation by reference) on the authority of "experts" within the
meaning of the Securities Act, we are not experts with respect to any portion of
the Registration Statement, including without limitation the financial
statements or schedules or the other financial information or data included
therein.
We hereby consent to the filing of this opinion as an exhibit to, and the
reference to this firm in, the Company's Registration Statement on Form S-8.
Very truly yours,
/s/ MULDOON MURPHY & FAUCETTE LLP
MULDOON MURPHY & FAUCETTE LLP