Exhibit 5
Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities
[LETTERHEAD OF ELIAS, MATZ, TIERNAN & HERRICK, L.L.P.]
June 6, 1997
Board of Directors
Poughkeepsie Financial Corp.
249 Main Mall
Poughkeepsie, New York 12601
Re: Registration Statement on Form S-8
1,488,694 Shares of Common Stock
Ladies and Gentlemen:
We are special counsel to Poughkeepsie Financial Corp., a Delaware
corporation (the "Corporation"), in connection with the preparation and
filing with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, of a Registration Statement on Form S-8 (the
"Registration Statement"), relating to the registration of up to 1,488,694
shares of common stock, par value $.01 per share ("Common Stock"), to be
issued pursuant to the 1985 Stock Option Plan, as amended, the 1993
Directors' Stock Option Plan, and the 1993 Stock Incentive Plan, as amended
(collectively, the "Plans") of Poughkeepsie Savings Bank, FSB upon the
exercise of stock options and/or appreciation rights (referred to as "Option
Rights"). We have been requested by the Corporation to furnish an opinion to
be included as an exhibit to the Registration Statement.
For this purpose, we have reviewed the Registration Statement, the
Certificate of Incorporation and Bylaws of the Corporation, the Plans, a
specimen stock certificate evidencing the Common Stock of the Corporation and
such other corporate records and documents as we have deemed appropriate. We
are relying upon the originals, or copies certified or otherwise identified
to our satisfaction, of the corporate records of the Corporation and such
other instruments, certificates and representations of public officials,
officers and representatives of the Corporation as we have deemed relevant as
a basis for this opinion. In addition, we have assumed, without independent
verification, the genuineness of all signatures and the authenticity of all
documents furnished to us and the conformance in all respects of copies to
originals. Furthermore, we have made such factual inquiries and reviewed such
laws as we determined to be relevant for this opinion.
Board of Directors
June 6, 1997
Page 2
For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to Option Rights granted under the terms of
the Plans will continue to be validly authorized on the dates the Common
Stock is issued pursuant to the Option Rights; (ii) on the dates the Option
Rights are exercised, the Option Rights granted under the terms of the Plans
will constitute valid, legal and binding obligations of the Corporation and
will (subject to applicable bankruptcy, moratorium, insolvency,
reorganization and other laws and legal principles affecting the
enforceability of creditors' rights generally) be enforceable as to the
Corporation in accordance with their terms; (iii) no change occurs in
applicable law or the pertinent facts; and (iv) the provisions of "blue sky"
and other securities laws as may be applicable will have been complied with
to the extent required.
Based on the foregoing, and subject to the assumptions set forth herein,
we are of the opinion as of the date hereof that the shares of Common Stock
to be issued pursuant to the Plans, when issued and sold pursuant to the Plans
and upon receipt of the consideration required thereby, will be legally
issued, fully paid and non-assessable shares of Common Stock of the
Corporation.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Hugh T. Wilkinson
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Hugh T. Wilkinson, a Partner