1
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]
January 21, 1998 (202) 274-2000
Board of Directors
Leeds Federal Bankshares, Inc.
1101 Maiden Choice Lane
Baltimore, Maryland 21229
RE: LEEDS FEDERAL BANKSHARES, INC.
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in
connection with the offer and sale of Leeds Federal Bankshares, Inc. (the
"Company") common stock, par value $1.00 per share (the "Common Stock"),
pursuant to the Leeds Federal Savings Bank and Leeds Federal Bankshares, M.H.C.
1994 Incentive Stock Option Plan and 1994 Stock Option Plan for Outside
Directors (the "Plans"). We have reviewed the Company's Federal Stock Charter,
Registration Statement on Form S-8 (the "Form S-8"), as well as applicable
statutes and regulations governing the Company and the offer and sale of the
Common Stock.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8, the Common Stock, when sold in
connection with the exercise of options granted pursuant to the Plans,
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 preparation and filing of the Form S-8, and should not
be used for any other purpose or relied upon by any other person without
the prior written consent of this firm. We hereby consent to the use of
this opinion in the Form S-8.
Very truly yours,
/s/ Luse Lehman Gorman Pomerenk & Schick
--------------------------------------------
LUSE LEHMAN GORMAN POMERENK &
SCHICK
A Professional Corporation