EXHIBIT 5
SHUMAKER, LOOP & KENDRICK, LLP
NORTH COURTHOUSE SQUARE
1000 JACKSON
TOLEDO, OHIO 43624-1573
TELEPHONE (419) 241-9000
FAX (419) 241-6894
February 28, 2005
United Bancorp, Inc.
201 South Fourth Street
Martins Ferry, Ohio 43935
Re: Stock Option Plan
Gentlemen:
This letter is written in connection with the Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), for the purpose of registering 156,757 common
shares, $1 par value (the "Shares") of United Bancorp, Inc. (the "Company"), to
be offered and sold pursuant to the United Bancorp, Inc. Stock Option Plan (the
"Plan").
For purposes of rendering the opinion expressed below, we have examined
and relied upon originals, or copies certified to our satisfaction, of such
records, documents, certificates of public officials and officers of the
Company, and other documents and instruments as we have deemed appropriate. In
conducting our examination, we have assumed, without investigation, the
genuineness of all signatures, the correctness of all certificates, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all document submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies, and the accuracy
and completeness of all records made available to us by the Company. In
rendering our opinion below, we have assumed, without investigation, that any
certificate or other document on which we have relied that was given or dated
earlier than the date of this letter continued to remain accurate insofar as
relevant to such opinion, from such earlier date through and including the date
of this letter. In addition, we have assumed, without investigation, the
accuracy of the representations and statements as to factual matters made in the
Registration Statement and in the prospectus to be delivered to each director,
officer and employee of the Company participating in the Plan (the
"Prospectus"), and the accuracy of representations and statements as to factual
matters made by the officers and employees of the Company and public officials.
The opinion expressed below is subject, without investigation, to the
following assumptions:
A. The Registration Statement will become automatically effective on the
day of the filing thereof with the Commission pursuant to Rule 462 under the
Securities Act, and, together
with any subsequent amendments thereto, will continue to remain effective under
the Securities Act, throughout all periods relevant to the opinion expressed
below.
B. The Prospectus will fulfill, and, together with any subsequent
amendments or supplements thereto, will continue to fulfill all of the
requirements of the Securities Act, throughout all periods relevant to the
opinion expressed below.
C. The resolutions of the board of directors authorizing the adoption of
the Plan, amendments to the Plan, and the offer, sale and issuance of the Shares
pursuant to the Plan (the "Authorizing Resolutions") have not been and will not
be revoked or rescinded, and no amendment, modification, or other alteration of
the Authorizing Resolutions will cause such resolutions, as amended, to deviate
materially in substance from the provisions of the Authorizing Resolutions as in
effect on the date hereof.
D. All offers, sales and issuances of the Shares will be made in a manner
(i) which complies with the terms, provisions and conditions described in the
Prospectus and any amendments or supplements to the Prospectus, and (ii) which
is within the scope of the Authorizing Resolutions.
E. All offers, sales and issuances of the Shares will be made in
accordance with the terms, provisions, and conditions of the Plan.
F. All offers, sales and issuances of the Shares will comply with the
securities laws of the states having jurisdiction thereover.
G. At all times relevant to the opinion set forth below, the Company has
been and will remain in good standing in Ohio and in each foreign jurisdiction
where qualification is required.
H. No subsequent amendment, modification or other alteration of the Plan,
the Prospectus or the Registration Statement will cause the terms, provisions
and conditions relating to the offer, sale and issuance of the Shares pursuant
thereto to deviate materially in substance from said terms, provisions and
conditions as described therein on the date hereof.
I. The shares will be issued for consideration equal to or exceeding
$1.00 per share.
The opinion expressed below is subject to the following qualifications:
(a) The opinion expressed below is limited to the matters expressly set
forth in this opinion letter, and no opinion is to be implied or may be inferred
beyond the matters expressly so stated.
(b) We disclaim any obligation to update this opinion letter for events
occurring after the date of this opinion letter.
(c) The opinion expressed below is limited to the effect of federal laws
of the United States of America and the General Corporation Law of the State of
Ohio; accordingly, no opinion is expressed with respect to the laws of any other
jurisdiction, or the effect thereof, on the offer, sale or issuance of the
Shares.
Page 3
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when sold, will be legally issued, fully paid and nonassessable.
* * *
We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement. This opinion letter is rendered solely for your
benefit in connection with the Registration Statement. Except as provided in
this opinion letter, without our prior written consent, this opinion letter may
not be: (i) relied upon by any other person or for any other purpose; (ii)
quoted in whole or in part or otherwise referred to in any report or document;
or (iii) furnished (the original or copies thereof) to any other person.
Sincerely,
/s/ Shumaker, Loop & Kendrick, LLP
Shumaker, Loop & Kendrick, LLP