Exhibit 5.1
Shipman & Goodwin LLP
Counselors at Law
One American Row
Hartford, CT 06103-2819
Tel: 860.251.5000
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March 1, 1999
Board of Directors
Cornerstone Bancorp, Inc.
550 Summer Street
Stamford, CT 06901
Re: Registration Statement on Form S-3 ("Registration Statement")
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Relating to Shares of Common Stock of Cornerstone Bancorp, Inc.
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Issuable under its Dividend Reinvestment and Stock Purchase Plan (the
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"Plan")
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Ladies and Gentlemen:
We have served as counsel to Cornerstone Bancorp, Inc., a Connecticut
corporation (the "Company"), in connection with the proposed sale by the Company
of a maximum of 310,291 shares of Common Stock of the Company (the "Shares")
pursuant to the Plan to which the Registration Statement relates.
As counsel to the Company, we have examined the Registration
Statement, including the Prospectus contained therein, and such other documents
as we have deemed necessary or appropriate in order to express the opinion set
forth below. In connection with our opinion hereinafter given, we have examined
and relied upon originals, or copies, certified or otherwise, identified to our
satisfaction, of such agreements, documents, certificates and other statements
of government officials, corporate officers and representatives, and such other
documents as we have deemed relevant and necessary as a basis for such opinion.
In such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares, when
issued as contemplated by the Plan and the Registration Statement, will be duly
authorized and legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus included in the Registration Statement. In giving
this consent, we do not hereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ SHIPMAN & GOODWIN LLP