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EXHIBIT 5
OPINION REGARDING LEGALITY
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May 19, 1994
Board of Directors
CoBancorp Inc.
124 Middle Avenue
Elyria, Ohio 44035
RE: Dividend Reinvestment and Stock Purchase Plan
Ladies and Gentlemen:
I have acted as special counsel to CoBancorp Inc., an Ohio-chartered bank
holding company (the "Company"), in connection with the registration of the
Company's 150,000 shares of Common Stock, no par value (the "Shares") to be
sold by the Company pursuant to a public offering as described in the Company's
Registration Statement on Form S-3 (the "Registration Statement") and the
prospectus dated (the "Prospectus"), each as filed with the Securities and
Exchange Commission (the "SEC") under the rules and regulations of the SEC
relating to securities offerings set forth in Title 17 of the Code of Federal
Regulations ("Title 17"). This opinion letter is written in connection with
the Shares of the Company to be issued in connection with the Dividend
Reinvestment and Stock Purchase Plan (the "Plan") adopted and approved by the
Board of Directors at its regularly scheduled meeting on May 18, 1994.
In rendering the opinions hereinafter expressed, I have examined and relied,
as to matters of fact, upon such records, documents, instruments, certificates
of public officials and certificates of officers and employees of and
accountants for the Company or its subsidiary as I have deemed appropriate.
In conducting my examination, I have assumed, without investigation, the
genuineness of all signatures, the correctness of all certificates, the
authenticity of all documents and instruments submitted to me as originals, the
conformity to original documents and instruments of all such documents and
instruments submitted to me 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 me by the Company and its subsidiary. I have
assumed, without investigation, the accuracy of the statements as to factual
matters made by officers and employees of, and accountants for, the Company or
its subsidiary and by public officials. In conducting my examination of
documents and instruments, I have assumed, without investigation, that each
party (other than the Company with respect to the Agreement) to such documents
and instruments has: (i) the power and capacity to enter into and perform all
its obligations under such documents and instruments, (ii) duly authorized all
requisite action with respect to such documents and instruments, and (iii) duly
executed and delivered such documents and instruments.
Wherever a statement herein is qualified by "I am not aware," "known to me,"
"to my knowledge," or a similar phrase, it is intended to indicate that, during
the course of my representation of the Company and in the course of the
examination referred to in the foregoing paragraph, no information that would
give me current actual knowledge of the inaccuracy of such statement has come
to my attention in connection with the representation described in the
introductory paragraph of this opinion letter. However, I have not undertaken
any independent investigation to determine the accuracy of such statement, and
any limited inquiry undertaken by me during the preparation of this opinion
letter should not be regarded as such an investigation; no inference as to my
knowledge of any matters bearing on the accuracy of any such statement should
be drawn from the fact of my representation of the Company.
The opinions hereinafter expressed are subject, without investigation, to
the assumption that all offers, sales and issuances of the Shares have complied,
and will comply, with the securities or Blue Sky laws of the states having
jurisdiction thereof.
The opinions hereinafter expressed are subject to the following
qualifications:
(a) My opinion in paragraph (1) below as to the good standing of the
Company is based solely upon certificates from public officials as to the
good standing of the Company in its jurisdiction of incorporation.
(b) My opinions below are 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. Without limiting the foregoing, I
express no opinion as to the antifraud provisions of federal and state
securities
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Board of Directors
May 19, 1994
laws.
(c) I disclaim any obligation to update this opinion letter for events
occurring after the date of this opinion letter.
Based upon and subject to the foregoing, I am of the opinion that:
1. The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Ohio;
2. The authorized common stock of the Company is 5,000,000 shares, of which
3,274,085 are currently issued and outstanding;
3. The Shares of the Company to be issued and sold by the Company pursuant
to the Plan have been duly authorized and, when issued, delivered and
paid for pursuant to the Plan, will be validly issued, fully paid and
nonassessable.
This opinion is furnished by me as counsel to the Company, solely for the
benefit of the Company, and upon the understanding, as I have been advised by
the Company and as the Company has agreed, that I am not hereby assuming any
professional responsibility to any other person whatsoever.
This opinion letter may not be, without my prior written consent: (i) relied
upon by any other party 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 party.
Sincerely yours,
/s/Francis X. Grady
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Francis X. Grady