EXHIBIT 5.1
[ SRS&Y LETTERHEAD ]
October 8, 1996
Prime Newco, Inc.
6425 Rising Sun Avenue
Philadelphia, PA 19111
Re: REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
We have acted as counsel to and for Prime Newco, Inc., a
Pennsylvania corporation, (the "Company") in the preparation and filing with the
Securities and Exchange Commission of a registration statement on Form S-4, on
October 8, 1996 (the "Registration Statement"), for the purpose of registering
under the Securities Act of 1933, as amended, up to 1,654,546 shares of the
Company's Common Stock, par value $1.00 per share (the "Common Stock") to be
issued in connection with the merger of First Sterling Bancorp, Inc., a
Pennsylvania corporation, ("First Sterling") with and into the Company. Each
capitalized term used but not defined in this opinion letter has the meaning
ascribed to it in the Registration Statement.
For the purpose of rendering the opinions contained herein, we
have examined such matters of law as we deem necessary or appropriate and have
examined and relied (without independent investigation) on the following
documents, records and certificates:
(1) a subsistence certificate with respect to the Company
issued by the Department of State of the Commonwealth
of Pennsylvania on September 30, 1996;
Prime Newco, Inc.
October 8, 1996
Page 2
(2) the Articles of Incorporation of the Company,
certified as true and correct by the Secretary of the
Company;
(3) the Bylaws of the Company, certified as true and
correct by the Secretary of the Company;
(4) certain minutes of proceedings of the Company's Board
of Directors and sole shareholder, certified as true
and correct by the Secretary of the Company, relating
to the offer and sale by the Company of the Common
Stock offered pursuant to the prospectus contained in
the Registration Statement ("Prospectus");
(5) that certain Declaration of Trust of Maureen A.
McGreevey as settlor and trustee dated
August 23, 1996;
(6) certain minutes of the proceedings of the Board of
Directors and stockholders of Prime Bancorp., Inc., a
Delaware corporation ("Prime"), certified as true and
correct by the Secretary of Prime, relating to the
transactions referred to in the Registration
Statement; and
(7) the Registration Statement.
In rendering this opinion, we have assumed and relied upon,
without independent investigation, other than the inquiry referred to above,
(i) the authenticity, completeness, truth and due authorization, execution and
delivery of all documents submitted to us as originals, (ii) the genuineness of
all signatures on all documents submitted to us as originals, and (iii) the
conformity to the originals of all documents submitted to us as certified or
photostatic copies. We have further assumed without independent investigation
that all of the issued and outstanding shares of common stock of First Sterling
will be duly authorized, validly issued, fully paid and nonassessable shares of
common stock of First Sterling immediately prior to the Effective Time.
The laws covered by the opinions expressed herein are limited
to the Federal statutes, judicial decisions and rules and regulations of the
governmental agencies of the United States of America and the statutes, judicial
and administrative decisions and rules and regulations of the governmental
agencies of the Commonwealth of Pennsylvania.
This opinion letter is given only with respect to laws and
regulations presently in effect. We assume no obligation to advise you of any
changes in law or regulation which may hereafter occur, whether the same are
retroactively or prospectively applied, or to update or supplement this letter
in any fashion to reflect any facts or circumstances which hereafter come to our
attention.
Prime Newco, Inc.
October 8, 1996
Page 3
Based upon and subject to the foregoing, it is our opinion
that, upon completion of the merger proceedings being taken or contemplated by
us as your counsel prior to the issuance of the Common Stock, and upon
completion of the proceedings being taken in order to permit such transactions
to be carried out in accordance with the securities laws of the various states
where required, the Common Stock, when issued in the manner described in the
Registration Statement, will be legally and validly issued, fully paid and
non-assessable.
We hereby consent to (i) the filing of this opinion letter as
an exhibit to the Registration Statement and (ii) the use of our name wherever
appearing in the Registration Statement, including the Prospectus, and any
amendment thereto.
Very Truly Yours,
STRADLEY, RONON, STEVENS & YOUNG, L.L.P.
By: /s/ David E. Beavers
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David E. Beavers, a Partner