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
June 24, 2003
Eureka Financial Corp.
3455 Forbes Avenue at McKee Place
Pittsburgh, Pennsylvania 15213
RE: Registration Statement on Form S-8:
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Eureka Financial Corp. 1999 Stock Option Plan
Eureka Bank 1999 Restricted Stock Plan
Gentlemen:
We have acted as special counsel to Eureka Financial Corp., a federal
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 77,709 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 64,757 shares of Common Stock granted under the Eureka Financial
Corp. 1999 Stock Option Plan, and (ii) upon the award of 12,952 shares of Common
Stock under the Eureka Bank 1999 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