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
May 21, 2003
Board of Directors
Reserve Bancorp, Inc.
2000 Mt. Troy Road
Pittsburgh, Pennsylvania 15212
RE: Registration Statement on Form S-8:
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Reserve Bancorp, Inc. 2003 Stock Option Plan
Mt. Troy Bank 2003 Restricted Stock Plan
Gentlemen:
We have acted as special counsel to Reserve Bancorp, Inc., a
Pennsylvania corporation (the "Company"), in connection with the preparation of
the Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission (the "Registration Statement") under the Securities Act of
1933, as amended, relating to 106,050 shares of common stock, par value $.10 per
share (the "Common Stock") of the Company which may be issued (i) upon the
exercise of options for 75,750 shares of Common Stock granted under the Reserve
Bancorp, Inc. 2003 Stock Option Plan, and (ii) upon the award of 30,300 shares
of Common Stock under the Mt. Troy Bank 2003 Restricted Stock Plan
(collectively, the "Plans"), as more fully described in the Registration
Statement. You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering.
We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to the stock awards granted
under and in accordance with the terms of the Plans will be validly issued,
fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.
Sincerely,
/s/Malizia Spidi & Fisch, PC
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Malizia Spidi & Fisch, PC