MALIZIA SPIDI & FISCH, PC
ATTORNEYS AT LAW
1100 NEW YORK AVENUE, N.W. 1900 SOUTH ATHERTON STREET
SUITE 340 WEST SUITE 101
WASHINGTON, D.C. 20005 STATE COLLEGE, PA 16801
(202) 434-4660 (814) 272-3502
FACSIMILE: (202) 434-4661 FACSIMILE: (814) 272-3514
May 21, 2004
Synergy Financial Group, Inc.
310 North Avenue East
Cranford, New Jersey 07016
RE: Registration Statement on Form S-8:
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Synergy Financial Group, Inc. 2003 Stock Option Plan
Synergy Financial Group, Inc. 2003 Restricted Stock Plan
Ladies and Gentlemen:
We have acted as special counsel to Synergy Financial Group, Inc., a
New Jersey 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 828,131 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 617,088 shares of Common Stock granted under the Synergy
Financial Group, Inc. 2003 Stock Option Plan, and (ii) upon the award of 211,043
shares of Common Stock under the Synergy Financial Group, Inc. 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