EXHIBIT 5.1 OPINION OF MORRIS, NICHOLS, ARSHT & TUNNELL RE: LEGALITY
[LETTERHEAD]
September 30, 1996
Muldoon, Murphy & Faucette
5101 Wisconsin Avenue, N.W.
Washington, DC 20016
Ladies and Gentlemen:
You have requested our opinion concerning certain matters of Delaware
law in connection with the conversion of Citizens Federal Savings and Loan
Association of Delphos, a federally chartered savings and loan association (the
"Association"), from the mutual form of ownership to stock form of ownership
(the "Conversion"), and the subscription and community offering (the
"Offering"), in connection with the Conversion, by Delphos Citizens Bancorp,
Inc., a Delaware corporation (the "Company"), of up to 2,049,875 shares of its
common stock, par value $.01 per share (the "Common Stock").
In connection with your request for our opinion, you have provided to
us, and we have reviewed, the Company's certificate of incorporation (the
"Certificate of Incorporation"), its by-laws, the Registration Statement filed
with the Securities and Exchange Commission in connection with the Offering (the
"Registration
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September 30, 1996
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Statement"), including the prospectus constituting a part thereof (the
"Prospectus"), a consent of the sole incorporator of the Company, resolutions of
the Board of Directors of the Company (the "Board") concerning, INTER ALIA, the
organization of the Company, the Offering and the designation of a Pricing
Committee of the Board (the "Pricing Committee"), and the form of stock
certificate approved by the Board to represent shares of Common Stock. We have
also obtained a certificate of the Delaware Secretary of State as to the
Company's good standing as a Delaware corporation. Capitalized terms used but
not defined herein shall have the meanings given them in the Certificate of
Incorporation.
We understand that the Company will loan to the Association's Employee
Stock Ownership Plan (the "ESOP") the funds the ESOP will use to purchase the
shares of Common Stock for which the ESOP has subscribed as part of the
Offering. In this regard, we have assumed, for purposes of rendering the
opinion set forth in paragraph 2 below, that: (a) the Board has duly authorized
the loan to the ESOP (the "Loan"); (b) the Loan serves a valid corporate
purpose; (c) the Loan will be made at an interest rate and on other terms that
are fair to the Company; (d) the terms of the Loan will be set forth in
customary and appropriate documents including, without limitation, a promissory
note representing the indebtedness of the ESOP to the Company as a result of the
Loan; and (e) the
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September 30, 1996
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closing for the Loan and for the sale of Common Stock to the ESOP will be held
after the closing for the sale of the other shares of Common Stock sold in the
Offering and the receipt by the Company of the proceeds thereof.
We call your attention to the fact that the opinions expressed herein
are limited in all respects to matters of Delaware corporate law. We express no
opinion concerning the requirements of any other law, rule or regulation, state
or federal, applicable to the Association, the Company, the Offering, or the
Conversion, including, without limitation, those applicable to federally
chartered savings and loan associations or their holding companies.
Based upon and subject to the foregoing, it is our opinion that:
1. The Company has been duly organized and is validly existing in
good standing as a corporation under the laws of the State of Delaware, with the
corporate power and authority to own its property and conduct its business as
now conducted as described in the Prospectus.
2. Upon the due adoption by the Pricing Committee of a resolution
fixing the number of shares of Common Stock to be sold
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September 30, 1996
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in the Offering, the Common Stock to be issued in the Offering (including the
shares to be issued to the ESOP) will be duly authorized and, when such shares
are sold and paid for in accordance with the terms set forth in the Prospectus
and such resolution of the Pricing Committee, and certificates representing such
shares in the form provided to us are duly and properly issued, will be validly
issued, fully paid and nonassessable, with no personal liability for the payment
of the Company's debts arising solely by virtue of the ownership thereof; such
issuance and sale will not be in violation of or subject to any preemptive
rights provided for by Delaware law or by the Certificate of Incorporation.
The following provisions of the Certificate of Incorporation may not
be given effect by a court applying Delaware law, but in our opinion the failure
to give effect to such provisions will not affect the duly authorized, validly
issued, fully paid and nonassessable status of the Common Stock:
(a) Subsections C.3 and C.6 of Article FOURTH and Section D of
Article EIGHTH, which grant the Board the authority to construe and apply the
provisions of those Articles, subsection C.4 of Article FOURTH, to the extent
that provision obligates any person to provide to the Board the information such
subsection
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September 30, 1996
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authorizes the Board to demand, and the provision of Section C.7 of Article
EIGHTH empowering the Board to determine the Fair Market Value of property
offered or paid for the Company's stock by an Interested Stockholder, to the
extent, if any, that a court applying Delaware law were to impose equitable
limitations upon the authority of the directors of the Company under such
provisions.
(b) Article NINTH of the Certificate of Incorporation, which purports
to permit the Board to consider the effect of any offer to acquire the Company
on constituencies other than stockholders in evaluating any such offer.
Very truly yours,
/s/ Morris, Nichols, Arsht & Tunnell