SHUMAKER WILLIAMS, P.C.
P.O. BOX 88
HARRISBURG, PA 17108
(717) 763-1121
April 30, 1998
Mr. Eugene F. Shaffer Mr. Franklin W. Ruth, Jr.
President, Chairman and CEO President and CEO
Mid Penn Bancorp, Inc. Miner's Bank of Lykens
349 Union Street 550 Main Street
Millersburg, PA 17061 Lykens, PA 17048
RE: Merger of Miner's Bank of Lykens
Our File No. 517-98
Gentlemen:
We have acted as special counsel to Mid Penn Bancorp, Inc. ("Bancorp") and
its wholly-owned subsidiary, Mid Penn Bank ("Mid Penn"), in connection with the
registration under the Securities Act of 1933, as amended, by means of a
registration statement on Form S-4 (the "Registration Statement") of 148,250
shares of the common stock of Bancorp, par value $1.00 per share (the "Bancorp
Common Stock") to be issued pursuant to the terms of an Agreement and Plan of
Reorganization, dated January 9, 1998, (the "Agreement") entered into among
Bancorp, Mid Penn and Miner's Bank of Lykens ( the "Bank").
Upon consummation of the transaction contemplated by the Agreement: (i) the
Bank will merge with, into and under the charter of Mid Penn (the "Merger");
(ii) Mid Penn will survive the Merger; (iii) all of the outstanding shares of
common stock of the Bank, par value $5.00 per share (the "Bank Common Stock")
will be converted into the right to receive ten (10) shares of Bancorp Common
Stock; and (iv) each shareholder of the Bank will receive cash in lieu of any
fractional shares of Bancorp Common Stock.
Mr. Eugene F. Shaffer
President, Chairman and CEO
Mid Penn Bancorp, Inc.
Mr. Franklin W. Ruth
President and CEO
Miners Bank of Lykens
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This opinion is rendered pursuant to the requirements of Item 601(b)(5)(i)
of Regulation S-K of the Securities and Exchange Commission (17 C.F.R.
ss.229.601(b)(5)(i)) for inclusion as an exhibit to the Registration Statement.
In connection with the preparation of this opinion, we have examined such
documents and corporate and other records and questions of law as we deem
necessary or appropriate.
Based upon the foregoing and subject to the conditions that: (i) all
conditions precedent to the obligations of the parties set forth in the
Agreement will have been satisfied at the time of the Merger; (ii) all covenants
required to be performed by the parties as set forth in the Agreement will have
been performed by them at the time of the Merger; and (iii) the shares of
Bancorp Common Stock will be issued in strict accordance with the terms of the
Agreement, we are of the opinion that the Bancorp Common Stock has been duly
authorized and, when issued, will be legally issued, fully paid and
non-assessable.
In rendering the foregoing opinion, we have assumed without investigation
that: (i) Bank has full corporate power and authority to execute and deliver the
Agreement and to carry out the transactions contemplated therein; (ii) the
Agreement has been duly executed and delivered by Bank and constitutes a valid
and binding obligation of Bank; (iii) all corporate actions required to be taken
by Bank to authorize the execution and delivery of the Agreement and the
performance of the transactions contemplated therein will have been taken at the
time of the Merger; and (iv) the shares of Bank Common Stock issued and
outstanding at the time of the Merger are duly authorized, validly issued, fully
paid and non-assessable.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the section of the
Registration Statement entitled "Legal Opinions".
SHUMAKER WILLIAMS, P.C.
/s/ Nicholas Bybel, Jr.
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By: Nicholas Bybel, Jr.