[LETTERHEAD OF MULDOON, MURPHY & FAUCETTE]
EXHIBIT 5.0
May 29, 1997
The Board of Directors
Life Financial Corp.
4115 Tigris Way
Riverside, California 92503
Re: The offering of up to 3,211,716 shares of
Life Financial Corp. Common Stock
Gentlemen:
You have requested our opinion concerning certain matters of Delaware law
in connection with the issuance by Life Financial Corp., a Delaware corporation
(the "Company") of 3,211,716 shares of its common stock, par value $.01 per
share, ("Common Stock") in conjunction with the reorganization of Life Savings
Bank, Federal Savings Bank (the "Bank") as a result of which (i) the Bank will
become a wholly-owned subsidiary of the Company and (ii) each outstanding share
of the Bank's common stock will be converted into the right to receive three
shares of Common Stock of the Company (the "Reorganization").
In connection with your request for our opinion, you have provided us and
we have reviewed the Company's certificate of incorporation filed with the
Delaware Secretary of State on December 6, 1996 and amended on January 21, 1997
(the "Certificate of Incorporation"); the Company's Bylaws; the Company's
Registration Statement, as filed initially with the Securities and Exchange
Commission on January 27, 1997 on Form S-1, as amended on March 27, 1997 on Form
S-1 and as amended on May 29, 1997 on Form S-4 (the "Registration Statement");
resolutions of the Board of Directors of the Company (the "Board") concerning
the organization of the Company, the Exchange Share Offering, the issuance of
shares in the Exchange Share Offering, the Amended Agreement and Plan of
Reorganization dated as of January 16, 1997 (the "Plan of Reorganization")
between the Company, the Bank and Life Interim Savings Bank, an interim federal
savings bank ("Interim"), a consent of the Company as the sole stockholder of
Interim approving the Reorganization, and the form of stock certificate approved
by the Board to represent shares of common stock to be issued in the Exchange
Share Offering. We have also been furnished a certificate of the Delaware
Secretary of State certifying the Company's good standing as a Delaware
corporation. Capitalized terms used but not defined
herein shall have the meaning given them in the Certificate of Incorporation.
In rendering this opinion, we have relied upon the opinion of Morris,
Nichols, Arsht & Tunnell as to matters of Delaware law, upon which opinion we
believe you are justified in relying. We have examined the opinion of Morris,
Nichols, Arsht & Tunnell, which opinion is in form satisfactory to us.
Based upon and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1. The Company has been duly organized and is validly existing in good
standing as a corporation under the laws of the State of Delaware.
2. Upon the completion of the actions provided for in Article V of the Plan
of Reorganization, the common stock to be issued in the Reorganization will be
duly authorized and, when such shares are issued in accordance with the Plan of
Reorganization, and certificates representing such shares in the form provided
to us are duly and properly issued, will be validly issued, fully paid and
nonassessable.
The following provisions of the Certificate of Incorporation may not be
given effect by a court applying Delaware law, but in our opinion the failure to
give effect to such provisions will not affect the duly authorized, validly
issued, fully paid and nonassessable status of the Common Stock:
1. (a) Subsections C.3 and C.6 of Article FOURTH and Section D of
Article EIGHTH, which grant the Board the authority to construe
and apply the provisions of those Articles, subsection C.4 of
Article FOURTH, to the extent that subsection obligates any
person to provide to the Board the information such subsection
authorizes the Board to demand, and the provision of Subsection
C.7 of Article EIGHTH empowering the Board to determine the Fair
Market Value of property offered or paid for the Company's stock
by an Interested Stockholder, in each case to the extent, if any,
that a court applying Delaware law were to impose equitable
limitations upon the authority of the directors of the Company
under such provisions; and
(b) Article NINTH of the Certificate of Incorporation, which
authorizes the Board to consider the effect of any offer to
acquire the Company on constituencies other than stockholders in
evaluating any such offer.
We consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-4 and to the use of the name of our firm where it appears in
the Registration Statement and in the Prospectus.
Very truly yours,
/s/ MULDOON, MURPHY & FAUCETTE
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MULDOON, MURPHY & FAUCETTE
GWR/ssa