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
December 1, 2004
Board of Directors
Nittany Financial Corp.
116 East College Avenue
State College, Pennsylvania 16801
Re: Registration Statement Under the Securities Act of 1933
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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 150,000 shares of common stock, par value $0.10 per share
(the "Common Stock"), of Nittany Financial Corp. (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
thereafter and upon the declaration of the effectiveness of the Form SB-2, be
legally issued, fully paid, and non-assessable shares of Common Stock of the
Company.
We assume no obligation to advise you of any event that may hereafter be
brought to our attention that may affect any statement made in the foregoing
paragraph after the declaration of effectiveness of the Form SB-2.
We hereby consent to the use of this opinion and to the reference to our
firm and this legal opinion appearing in the Company's Prospectus under the
heading "Legal Matters."
Very truly yours,
/s/ Malizia Spidi & Fisch, PC
Malizia Spidi & Fisch, PC