MALIZIA SPIDI & FISCH, PC
ATTORNEYS AT LAW
1100 NEW YORK AVENUE, N.W. 637 KENNARD ROAD
SUITE 340 WEST STATE COLLEGE, PENNSYLVANIA 16801
WASHINGTON, D.C. 20005 (814) 466-6625
(202) 434-4660 FACSIMILE: (814) 466-6703
FACSIMILE: (202) 434-4661
September 7, 2001
Board of Directors
PHSB Financial Corporation
744 Shenango Road
Beaver Falls, PA 15010
Re: Registration Statement Under the Securities Act of 1933, as amended
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Ladies and Gentlemen:
This opinion is rendered in connection with the Registration Statement
on Form SB-2 filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, (the "Act") relating to the offer and sale
(the "Offering") of up to 5,372,522 shares of common stock, par value $.10 per
share (the "Common Stock"), of PHSB Financial Corporation (the "Company"). As
special counsel to the Company, we have reviewed such legal matters as we have
deemed appropriate for the purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that the shares of Common
Stock of the Company covered by the aforesaid Registration Statement will, when
issued in accordance with the terms of the Offering against full payment
therefor, be validly issued, fully paid, and non- assessable shares of Common
Stock of the Company.
We assume no obligation to advise you of changes that may hereafter be
brought to our attention.
We hereby consent to the use of this opinion and to the reference to
our firm appearing in the Company's Prospectus under the heading "Legal
Matters." In giving this consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission adopted under
the Act.
Very truly yours,
/s/MALIZIA SPIDI & FISCH, PC
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MALIZIA SPIDI & FISCH, P.C.