1 EXHIBIT 5 [Letterhead of Luse Lehman Gorman Pomerenk & Schick] (202) 274-2008 December 31, 1997 The Board of Directors Atlantic Liberty Savings, F.A. 186 Montague Street Brooklyn, New York 11201 RE: BROOKLYN HEIGHTS BANCORP COMMON STOCK PAR VALUE $1.00 PER SHARE Gentlemen: You have requested the opinion of this firm as to certain matters in connection with the offer and sale (the "Offering") of Brooklyn Heights Bancorp (the "Company") Common Stock, par value $1.00 per share ("Common Stock"). We have reviewed the Company's proposed Federal Charter, Registration Statement on Form SB-2 ("Form SB-2"), as well as applicable statutes and regulations governing the Company and the offer and sale of the Common Stock. We are of the opinion that upon the declaration of effectiveness of the Form SB-2 and the incorporation of Brooklyn Heights Bancorp as a federal corporation, the Common Stock, when sold, will be legally issued, fully paid and non-assessable. This Opinion has been prepared solely for the use of the Company in connection with the Form SB-2. We hereby consent to our firm being referenced under the caption "Legal Opinions." Very truly yours, LUSE LEHMAN GORMAN POMERENK & SCHICK A PROFESSIONAL CORPORATION By: /s/ ALAN SCHICK -------------------------- Alan Schick, Esq.