EXHIBIT 5(A)
June 9, 1997
RE: 1st Bergen Bancorp
Registration Statement on Form S-8
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1st Bergen Bancorp
250 Valley Boulevard
Wood-Ridge, New Jersey
07075
Dear Sirs:
We have acted as counsel for 1st Bergen Bancorp, a New Jersey corporation
(the "Company"), in connection with the Registration Statement on Form S-8 being
filed by the Company with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, relating to an aggregate of 444,360 shares
of Common Stock, no par value per share, of the Company (the "Shares"), (i) up
to 222,180 of which are reserved for issuance and sale pursuant to the Company's
Amended and Restated 1996 Incentive Stock Option Plan (the "ISO Shares"); (ii)
up to 95,220 of which are reserved for issuance and sale pursuant to the
Company's 1996 Amended and Restated Stock Option Plan for Outside Directors (the
"Outside Director Shares"); (iii) up to 88,872 of which are reserved for
issuance pursuant to the Company's 1996 Amended and Restated Recognition and
Retention Plan for Executive Officers and Employees (the "Executive RRP
Shares"); and (iv) up to 38,088 of which are reserved for issuance pursuant to
the Company's 1996 Amended and Restated Recognition and Retention Plan for
Outside Directors (the "Outside Director RRP Shares"). Each of the 1996 Amended
and Restated Incentive Stock Option Plan and the 1996 Amended and Restated Stock
Option Plan for Outside Directors are herein referred to as an "Option Plan".
Each of the 1996 Recognition and Retention Plan for Outside Directors and the
1996 Recognition and Retention Plan for Executive Officers and Employees are
herein referred to a "RRP Plan".
In so acting, we have examined, and relied as to matters of fact upon, the
originals, or copies certified or otherwise identified to our satisfaction, of
the Certificate of
Incorporation and By-laws of the Company, each Option Plan and RRP Plan, and
such other certificates, records, instruments and documents, and have made such
other and further investigations, as we have deemed necessary or appropriate to
enable us to express the opinion set forth below. In such examination, we have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies, and the authenticity of the originals of such latter
documents.
Based upon the foregoing, we are of the opinion that:
1. Upon issuance and delivery by the Company of the ISO Shares pursuant to
the exercise of stock options and payment of the exercise price therefor in
accordance with the terms set forth in such options and the Company's 1996
Amended and Restated Incentive Stock Option Plan, in cash or other consideration
permitted under Section 14A:7-5 of the New Jersey Business Corporation Act (the
"Act"), the ISO Shares issued thereunder will be legally issued, fully paid and
non-assessable;
2. Upon issuance and delivery by the Company of the Outside Director
Shares pursuant to the exercise of stock options and payment of the exercise
price therefor in accordance with the terms set forth in such options and the
Company's 1996 Amended and Restated Stock Option Plan for Outside Directors, in
cash or other consideration permitted under Section 14A:7-5 of the Act, the
Outside Director Shares issued thereunder will be legally issued, fully paid and
non-assessable;
3. Upon issuance and delivery by the Company of the Executive RRP Shares
pursuant to the terms of the Company's 1996 Amended and Restated Recognition and
Retention Plan for Executive Officers and Directors, the Executive RRP Shares
issued thereunder will be legally issued, fully paid and non-assessable,
subject, however, to the potential for forfeiture of the Executive RRP Shares
pursuant to the terms of the RRP Plan; and
4. Upon issuance and delivery by the Company of the Outside Director RRP
Shares pursuant to the terms of the Company's 1996 Amended and Restated
Recognition and Retention Plan for Outside Directors, the Outside Director RRP
Shares issued thereunder will be legally issued, fully paid and non-assessable,
subject, however, to the potential for forfeiture of the Executive RRP Shares
pursuant to the terms of the RRP Plan.
The issuance of the Shares is subject to the continuing effectiveness of
the Registration Statement and the qualification, or exemption from
registration, of such Shares under certain state securities laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
McCarter & English