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) 272-3502
FACSIMILE: (202) 434-4661 FACSIMILE: (814) 272-3514
June 8, 2006
Norwood Financial Corp.
717 Main Street
Honesdale, Pennsylvania 18431
RE: Registration Statement on Form S-8:
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Norwood Financial Corp. 2006 Stock Option Plan
Gentlemen:
We have acted as special counsel to Norwood Financial Corp., 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 250,000 shares of common stock, par value $.10 per
share (the "Common Stock") of the Company which may be issued upon the exercise
of options for 250,000 shares of Common Stock 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 Plan 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