Exhibit 5.0
[DRAFT]
[Muldoon, Murphy & Faucette letterhead]
January __, 1997
The Board of Directors
Life Financial Corp.
4115 Tigris Way
Riverside, California 92503
Re: The offering of up to 6,086,716 shares of
Life Financial Corp. Common Stock
Gentlemen:
You have requested our opinion concerning certain matters of Delaware law
in connection with the offering (the "Public Offering") by Life Financial Corp.,
a Delaware corporation (the "Company"), of up to 2,500,000 shares of its common
stock, par value $.01 per share, ("Common Stock") (2,875,000 shares in the event
that the underwriters' over-allotment option is exercised) in an initial public
offering, and in connection with the issuance (the "Exchange Share Offering") of
3,211,716 shares of the Company's Common Stock in conjunction with the
reorganization of Life Savings Bank, Federal Savings Bank (the "Bank") as a
result of which (i) the Bank will become a wholly-owned subsidiary of the
Company and (ii) each outstanding share of the Bank's common stock will be
converted into the right to receive three shares of Common Stock of the Company
(the "Reorganization").
In connection with your request for our opinion, you have provided us and
we have reviewed the Company's certificate of incorporation filed with the
Delaware Secretary of State on December 6, 1996 and amended on January 21, 1997
(the "Certificate of Incorporation"); the Company's Bylaws; the Company's
Registration Statement on Form S-1, as filed with the Securities and Exchange
Commission initially on January __, 1997 (the
[DRAFT]
"Registration Statement"); resolutions of the Board of Directors of the Company
(the "Board") concerning the organization of the Company, the Public Offering
and the Exchange Share Offering (the "Offerings"), the issuance of shares in the
Offerings and designation of the Pricing Committee, the Amended Agreement and
Plan of Reorganization dated as of January 16, 1997 (the "Plan of
Reorganization") between the Company, the Bank and Life Interim Savings Bank, an
interim federal savings bank ("Interim"), a consent of the Company as the sole
stockholder of Interim approving the Reorganization, and the form of stock
certificate approved by the Board to represent shares of common stock to be
issued in the Offerings. We have also been furnished a certificate of the
Delaware Secretary of State certifying the Company's good standing as a Delaware
corporation. Capitalized terms used but not defined herein shall have the
meaning given them in the Certificate of Incorporation.
In rendering this opinion, we have relied upon the opinion of Morris,
Nichols, Arsht & Tunnell as to matters of Delaware law, upon which opinion we
believe you are justified in relying. We have examined the opinion of Morris,
Nichols, Arsht & Tunnell, which opinion is in form satisfactory to us.
Based upon and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1. The Company has been duly organized and is validly existing in good
standing as a corporation under the laws of the State of Delaware.
2. Upon the due adoption by the Pricing Committee or Board of Directors
of a resolution fixing the number of shares of Common Stock to be sold in the
Public Offering which number is in accordance with the terms set forth in the
Prospectus, the Common Stock to be issued in the Public Offering will be duly
authorized and, when such shares are sold and paid for in accordance with the
terms set forth in the Prospectus and such resolution of the Pricing Committee
or Board of Directors, and certificates representing such shares in the form
provided to us are duly and properly issued, will be validly issued, fully paid
and nonassessable.
3. Upon the completion of the actions provided for in Article V of the
Plan of Reorganization, the common stock to be issued in the Exchange Share
Offering will be duly authorized and, when such shares are issued in accordance
with the Plan of Reorganization, and certificates representing such shares in
the form provided to us are duly and properly issued, will be validly issued,
fully paid and nonassessable.
[DRAFT]
The following provisions of the Certificate of Incorporation may not be
given effect by a court applying Delaware law, but in our opinion the failure to
give effect to such provisions will not affect the duly authorized, validly
issued, fully paid and nonassessable status of the Common Stock:
1. (a) Subsections C.3 and C.6 of Article FOURTH and Section D of
Article EIGHTH, which grant the Board the authority to construe
and apply the provisions of those Articles, subsection C.4 of
Article FOURTH, to the extent that subsection obligates any
person to provide to the Board the information such subsection
authorizes the Board to demand, and the provision of Subsection
C.7 of Article EIGHTH empowering the Board to determine the Fair
Market Value of property offered or paid for the Company's stock
by an Interested Stockholder, in each case to the extent, if any,
that a court applying Delaware law were to impose equitable
limitations upon the authority of the directors of the Company
under such provisions; and
(b) Article NINTH of the Certificate of Incorporation, which
authorizes the Board to consider the effect of any offer to
acquire the Company on constituencies other than stockholders in
evaluating any such offer.
We consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-1 and to the use of the name of our firm where it appears in
the Registration Statement and in the Prospectus.
Very truly yours,
MULDOON, MURPHY & FAUCETTE