EXHIBIT 5
October 23, 2002 (202) 274-2000
Board of Directors
Citizens South Banking Corporation
245 West Main Avenue
Gastonia, North Carolina 28052
Re: Citizens South Banking Corporation Post-Effective Amendment
No. 1 to the Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in
connection with the registration of shares of common stock, par value $0.01 per
share (the "Shares") of Citizens South Banking Corporation, a Delaware
corporation (the "Company"), to be issued by the Company pursuant to the
Citizens South Bank 1999 Stock Option Plan, formerly the Gaston Federal Bank
1999 Stock Option Plan (the "Plan").
In rendering the opinions expressed herein, we have reviewed the
Company's Certificate of Incorporation, the Plan, the Post-effective Amendment
No. 1 to the Registration Statement on Form S-8 (the "Form S-8"), the original
Registration on Form S-8, as well as applicable statutes and regulations
governing the Company. We have assumed the authenticity, accuracy and
completeness of all documents in connection with the opinions expressed herein.
We have also assumed the legal capacity and genuineness of the signatures of
persons signing all documents in connection with which the opinions expressed
herein are rendered.
Based on the foregoing, we are of the following opinion:
The Shares, when issued in accordance with the Plan, will be legally
issued, fully paid and non-assessable.
This opinion has been prepared solely for the use of the Company in
connection with the preparation and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person without the prior
written consent of this firm. We hereby consent to the use of this opinion in
the Form S-8.
Very truly yours,
/s/ Luse Gorman Pomerenk & Schick
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Luse Gorman Pomerenk & Schick,
A Professional Corporation