MALIZIA SPIDI & FISCH, PC
ATTORNEYS AT LAW
901 NEW YORK AVENUE, N.W. 1900 SOUTH ATHERTON STREET
SUITE 210 EAST SUITE 101
WASHINGTON, D.C. 20001 STATE COLLEGE, PA 16801
(202) 434-4660 (814) 466-2728
FACSIMILE: (202) 434-4661 FACSIMILE: (814) 272-3514
January 31, 2006
American Bancorp of New Jersey, Inc.
365 Broad Street
Bloomfield, New Jersey 07003
RE: Registration Statement on Form S-8:
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American Bancorp of New Jersey, Inc. 2005 Stock Option Plan
American Bank of New Jersey 2005 Restricted Stock Plan
Gentlemen:
We have acted as special counsel to American Bancorp of New Jersey,
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 902,607 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 694,314 shares of Common Stock granted
under the American Bancorp of New Jersey, Inc. 2005 Stock Option Plan, and (ii)
upon the award of 208,293 shares of Common Stock under the American Bank of New
Jersey 2005 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