Exhibit 5
(202) 274-2000
June 5, 2003
Board of Directors
Wayne Savings Bancshares, Inc.
151 North Market Street
Wooster, Ohio 44691
Re: Wayne Savings 401(k) Retirement Plan
Registration Statement on Form S-8
Gentlemen:
You have requested the opinion of this firm as to certain matters in
connection with the registration of participation interests in Wayne Savings
401(k) Retirement Plan (the "Plan").
In rendering the opinion expressed herein, we have reviewed the Certificate
of Incorporation of Wayne Savings Bancshares, Inc. (the "Company"), the Plan,
the Company's Registration Statement on Form S-8 (the "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
opinion 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:
Upon the effectiveness of the Form S-8 and in accordance with the Plan, the
participation interests in the Plan will be legally issued, fully paid and
non-assessable and the shares of common stock, par value $0.10 per share, of the
Company that may be purchased by the Plan will, upon purchase, 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, P.C.