MALIZIA, SPIDI, SLOANE & FISCH, P.C. Attorneys at Law One Franklin Square 1301 K Street, N.W. Suite 700 East Washington, D.C. 20005 Telephone: (202) 434-4660 Telecopier: (202) 434-4661 September 6, 1996 Board of Directors Emclaire Financial, Corp. 612 Main Street, Box D Emlenton, Pennsylvania 16373 Re: Registration Statement Under the Securities Act of 1933 ------------------------------------------------------- Ladies and Gentlemen: This opinion is rendered in connection with the Registration Statement on Form SB-2 to be filed with the Securities and Exchange Commission under the Securities Act of 1933 relating to the offer and sale of up to 230,800 shares of common stock, par value $1.25 per share (the "Common Stock"), of Emclaire Financial Corp. (the "Company"). As special counsel to the Company, we have reviewed the corporate proceedings relating to the offering and such other 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 therefor, be validly issued, fully paid, and non- assessable shares of Common Stock of the Company. This opinion is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention. We hereby consent to the use of this opinion and to the reference to our firm appearing in the Company's Prospectus under the heading "Legal Matters." We also consent to any references to our legal opinion referred to under the aforementioned headings in the Prospectus. Very truly yours, /s/Malizia, Spidi, Sloane & Fisch, P.C. MALIZIA, SPIDI, SLOANE & FISCH, P.C.