[LETTERHEAD OF MULDOON MURPHY & FAUCETTE LLP]
EXHIBIT 5.0
December 15, 2000
Board of Directors
Citizens First Bancorp, Inc.
525 Water Street
Port Huron, Michigan
Re: The issuance of up to 9,256,761 shares of
Citizens First Bancorp, Inc. common stock
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Ladies and Gentlemen:
You have requested our opinion concerning certain matters of Delaware law
in connection with the conversion of the Citizens First Savings Bank (the
"Bank"), a Michigan savings bank, from the mutual to the stock form of
ownership, and the related subscription offering, community offering and
syndicated community offering (the "Offerings") by Citizens First Bancorp, Inc.
(the "Company"), a Delaware corporation and the proposed holding company for the
Bank, of up to 7,670,500 shares of its common stock, par value $.01 per share
("Common Stock") (8,821,075 shares if the estimated valuation range is increased
up to 15% to reflect changes in market and financial conditions following
commencement of the Offerings) and the issuance of 613,640 shares of common
stock to Citizens First Foundation, Inc., a privately-owned charitable
foundation formed by the Company (705,686 shares if the estimated valuation
range is increased up to 15% to reflect changes in market and financial
conditions following commencement of the Offerings), pursuant to a gift
instrument (the "Shares").
We understand that the Company will lend to the trust for the Bank's
Employee Stock Ownership Plan (the "ESOP") the funds the ESOP trust will use to
purchase shares of Common Stock for which the ESOP trust subscribes pursuant to
the Offerings and, for purposes of rendering the opinion set forth in paragraph
2 below, we assume that: (a) the Board of Directors of the Company (the "Board")
has duly authorized the loan to the ESOP trust (the "Loan"); (b) the ESOP serves
a valid corporate purpose for the Company; (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
trust to the Company as a result of the Loan; and (e) the closing for the Loan
and for the sale of Common Stock to the ESOP trust will be held after the
closing for the sale of the other shares of Common Stock sold in the Offerings
and the receipt by the Company of the proceeds thereof.
Board of Directors
Citizens First Bancorp, Inc.
December 15, 2000
Page 2
In connection with your request for our opinion, you have provided to us
and we have reviewed the Company's certificate of incorporation filed with the
Delaware Secretary of State on October 24, 2000 (the "Certificate of
Incorporation"); the Company's Bylaws; the Company's Registration Statement on
Form S-1, in the form as filed with the Securities and Exchange Commission on
November 3, 2000 (the "Registration Statement"); the plan of conversion, the
gift instrument whereby shares will be granted to the Foundation; the form of
ESOP trust agreement and the form of ESOP Loan agreement; resolutions of the
Board concerning the organization of the Company and the Offerings; and the form
of stock certificate approved by the Board to represent shares of Common Stock.
We have also been furnished a certificate of the Delaware Secretary of State
certifying the Company's good standing as a Delaware corporation. Capitalized
terms used but not defined herein have the meaning given them in the Certificate
of Incorporation.
Based upon and subject to the foregoing, and limited in all respects to
matters of Delaware law, 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.
2. The Shares (including the shares to be issued to the ESOP trust) are
duly authorized and, upon the due adoption by the Board of Directors of a
resolution fixing the number of shares of Common Stock to be sold in the
Offerings and granted to the Foundation, when such Shares are sold and paid for
or granted, in the case of the Foundation, in accordance with the terms set
forth in the prospectus which is included in the Registration Statement and such
resolution of the Board of Directors and, in the case of the Foundation, in
accordance with the gift instrument and certificates representing such Shares in
the form provided to us are duly issued, the Shares will be validly issued,
fully paid and nonassessable.
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 Shares:
Board of Directors
Citizens First Bancorp, Inc.
December 15, 2000
Page 3
1. (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 subsection obligates any
person to provide to the Board the information such subsection
authorizes the Board to demand, and the provision of Subsection
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, in each case to the extent, if any,
that a court applying Delaware law were to impose equitable
limitations upon such authority; 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.
We assume no obligation to advise you of any events that occur subsequent
to the date of this opinion.
Very truly yours,
/s/ Muldoon Murphy & Faucette LLP
MULDOON MURPHY & FAUCETTE LLP