EXHIBIT 5.1 OPINION OF MULDOON, MURPHY & FAUCETTE RE: LEGALITY
[MULDOON, MURPHY & FAUCETTE LETTERHEAD]
July 31, 1998
Board of Directors
West Essex Savings Bank
417 Bloomfiled Avenue
Caldwell, New Jersey 07081
Re: The offering of up to 2,071,955 shares of
West Essex Bancorp, Inc. Common Stock
Gentlemen:
We have acted as special counsel to West Essex Bank (the "Bank") in
connection with its reorganization from a federal mutual savings bank to the
federal mutual holding company form (the "Reorganization") and the related
subscription offering, community offering and syndicated community offering (the
"Offerings") by West Essex Bancorp, Inc., a federally chartered stock holding
company (the "Company") of up to 2,071,955 shares of its common stock, par value
$.01 per share ("Common Stock"), (2,382,748 shares if the Offering Range is
increased up to 15% to reflect changes in market and financial conditions
following commencement of the Offerings).
In connection with your request for our opinions, you have provided to us
and we have reviewed the Company's Registration Statement on Form S-1, as filed
with the Securities and Exchange Commission initially on June 12, 1998 and as
amended on July 31, 1998; Notice of Mutual Holding Company Reorganization on
Form MHC-1 (the "Notice") and the Bank's Application for Approval of a Minority
Stock Issuance by a Savings Association Subsidiary of a Mutual Holding Company
on Form MHC-2 (the "Application"), both as filed with the Office of Thrift
Supervision ("OTS") initially on June 12, 1998 and as amended on July 31, 1998;
the Bank's Plan of Mutual Holding Company Reorganization and Stock Issuance (the
"Plan of Reorganization"), including the proposed Federal Stock Charter and
Bylaws of West Essex Bank, the proposed Charter and Bylaws of West Essex
Bancorp, M.H.C. (the "Mutual Holding Company") and the proposed Charter and
Bylaws of West Essex Bancorp, Inc.; the Bank's proposed common stock
certificate; the Company's proposed common stock certificate; and the Company's
proposed stock order form. In addition, we have made such investigations of law
and have examined such other documents and records as we have considered
necessary for purposes of this opinion.
We have assumed the genuineness of the signatures on and the authenticity
of all documents submitted to us as originals and the conformity to the
originals of documents submitted to us as certified or photostatic copies. We
have relied as to factual matters upon certificates from officers
Board of Directors
July 31, 1998
Page 2
of the Bank and we have assumed the accuracy and authenticity of the
aforementioned certificates of public officials and officers of the Bank. We
have also relied on Bank records.
We understand that the Company will loan to the trust for the Bank's
Employee Stock Ownership Plan (the "ESOP") the funds the ESOP Trust will use to
purchase shares of Common Stock for which the ESOP Trust subscribes pursuant to
the Offerings and for purposes of rendering the opinion set forth below, we
assume that: (a) the Board of Directors of the Company has duly authorized the
loan to the ESOP Trust (the "Loan"); (b) the ESOP serves a valid corporate
purpose for the Company; (c) the Loan will be made at an interest rate and on
other terms that are fair to the Company; (d) the terms of the Loan will be set
forth in customary and appropriate documents including, without limitation, a
promissory note representing the indebtedness of the ESOP Trust to the Company
as a result of the Loan; and (e) the closing for the Loan and for the sale of
Common Stock to the ESOP Trust will be held after the closing for the sale of
the other shares of Common Stock sold in the Offerings and the receipt by the
Company of the proceeds thereof.
Based upon and subject to the foregoing, and limited in all respects to
matters of Federal law of the United States, it is our opinion that:
Upon the due adoption by the Pricing Committee of a resolution fixing the
number of shares of Common Stock to be sold in the Offerings, the Common Stock
to be issued in the Offerings (including the shares to be issued to the ESOP
Trust and the shares to be granted to a charitable foundation to be established
by the Company in connection with the Conversion) 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, and certificates
representing such shares in the form provided to us are duly and properly
issued, will be validly issued, fully paid and nonassessable.
This opinion is given solely for the benefit of the Bank and the Company
and may not be quoted in whole or in part, or otherwise referred to in any
document without our express written consent.
Board of Directors
July 31, 1998
Page 3
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 Prospectus.
Very truly yours,
MULDOON, MURPHY & FAUCETTE
/s/ MULDOON, MURPHY & FAUCETTE