[LETTERHEAD] GIORDANO, HALLERAN & CIESLA
DIRECT DIAL NUMBER DIRECT EMAIL CLIENT/MATTER NO.
(732) 741-3900 pcolella@ghclaw.com 10971/0022
EXHIBIT 5.1
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September 30, 2004
Monmouth Community Bancorp
627 Second Avenue
Long Branch, New Jersey 07740
Re: Registration Statement on Form S-4 relating to Business Combination
with Allaire Community Bank
Ladies and Gentlemen:
We have acted as counsel to Monmouth Community Bancorp, a New Jersey
corporation (the "Company"), in connection with the preparation and filing on
this date by the Company with the Securities and Exchange Commission (the
"Commission") of a Registration Statement on Form S-4 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
to which Registration Statement this opinion letter is attached as an exhibit,
for the registration of 1,973,361 shares of the Company's common stock, par
value $0.01 per share ("Common Stock"), which have been reserved for issuance in
connection with the business combination between the Company and Allaire
Community Bank (the "Combination").
In rendering the opinion set forth below, we have examined and relied upon
the originals, specimens, or photostatic or certified copies of (a) the
Registration Statement, (b) the Agreement and Plan of Acquisition, dated June
30, 2004, by and between the Company and Allaire Community Bank (the
"Acquisition Agreement"), and (c) such certificates, corporate and public
records, agreements and instruments and other information and documents as we
deemed relevant and necessary as the basis for the opinion set forth below. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of each document, agreement and instrument submitted to us as an
original, the conformity to the original of each document,
OUR TRENTON OFFICE: 441 EAST STATE STREET, TRENTON, NEW JERSEY 08625,
Phone: (609) 695-3900
GIORDANO, HALLERAN & CIESLA
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
Monmouth Community Bancorp
Registration Statement on Form S-4
September 30, 2004
Page 2
agreement and instrument submitted to us as a certified copy or photostatic
copy, the conformity of the text of each document filed with the Commission
through the Commission's Electronic Data Gathering, Analysis and Retrieval
System to the printed document reviewed by us, and the accuracy of the matters
set forth in the documents, agreements and instruments we reviewed. As to any
facts material to such opinion that were not known to us, we have relied upon
statements and representations of officers and other representatives of the
Company.
In addition, we have assumed, in rendering the opinion set forth below,
that any stock certificate evidencing any shares of the Company's Common Stock
registered under the Registration Statement, when issued as a result of the
Combination, will have been duly executed on behalf of the Company and will have
been countersigned by the Company's transfer agent and registered by the
Company's registrar prior to its issuance.
We express no opinion concerning the laws of any jurisdiction other than
those of the United States of America and the laws of the State of New Jersey.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock being registered under the Registration Statement have
been duly authorized, and, when issued and delivered by the Company pursuant to
the Acquisition Agreement, will be validly issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act, or the General Rules and Regulations of the Commission.
Very truly yours,
/s/ Giordano, Halleran & Ciesla
A Professional Corporation
GIORDANO, HALLERAN & CIESLA
A Professional Corporation