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
January 30, 2007
Osage Bancshares, Inc.
239 East Main Street
Pawhuska, OK 74056
RE: Registration Statement on Form S-8:
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Osage Bancshares, Inc. 2004 Stock Option Plan
Osage Federal Bank 2004 Restricted Stock Plan
Ladies and Gentlemen:
We have acted as special counsel to Osage Bancshares, Inc., a Maryland
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 216,516 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 170,549 shares of Common Stock granted under the Osage Bancshares,
Inc. 2004 Stock Option Plan, and (ii) upon the award of 45,967 shares of Common
Stock under the Osage Federal Bank 2004 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