EXHIBIT 5.1
[LETTERHEAD OF MORRIS, NICHOLS, ARSHT & TUNNELL]
May 29, 1997
Muldoon, Murphy & Faucette
5101 Wisconsin Avenue, N.W.
Washington, DC 20016
Ladies and Gentlemen:
You have requested our opinion concerning certain matters of Delaware
law in connection with the issuance (the "Exchange Share Offering") by Life
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Financial Corp., a Delaware corporation (the "Company"), of 3,211,716 shares of
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its common stock, par value $.01 per share (the "Common Stock"), in conjunction
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with the reorganization of Life Savings Bank, Federal Savings Bank (the "Bank"),
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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 (the
"Reorganization").
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In connection with your request for our opinion, you have provided to
us, and we have reviewed, the Company's certificate of incorporation, as amended
(the "Certificate of Incorporation"), its by-laws, the Company's Registration
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Statement on Form S-4 filed with the Securities and Exchange Commission in
connection with the
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May 29, 1997
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Exchange Share Offering (the "Registration Statement"), including the prospectus
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constituting a part thereof (the "Prospectus"), a consent of the sole
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incorporator of the Company, resolutions of the Board of Directors of the
Company (the "Board") concerning, inter alia, the organization of the Company,
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the Exchange Share Offering, the issuance of shares of Common Stock in the
Exchange Share Offering and the designation of a Pricing Committee of the Board
(the "Pricing Committee"), the Amended Agreement and Plan of Reorganization
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dated as of January 16, 1997 (the "Plan of Reorganization") between the Company,
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the Bank and Life Interim Savings Bank, an interim federal savings bank
("Interim"), a consent of the Company as the sole stockholder of Interim
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approving the Reorganization and the form of stock certificate approved by the
Board to represent shares of Common Stock. We have also obtained a certificate
of the Delaware Secretary of State as to the Company's good standing as a
Delaware corporation. Capitalized terms used but not defined herein shall have
the meanings given them in the Certificate of Incorporation.
We have assumed for purposes of this opinion the approval of the
Reorganization by the board of directors and stockholders of the Bank and that
all actions necessary to effect the Reorganization under applicable federal law
have been taken.
We call your attention to the fact that the opinions expressed herein
are limited in all respects to matters of Delaware corporate law. We express no
opinion concerning the requirements
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May 29, 1997
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of any other law, rule or regulation, state or federal, applicable to the Bank,
the Company, the Reorganization, or the Exchange Share Offering, including,
without limitation, those applicable to federally chartered savings banks or
their holding companies.
Based upon and subject to the foregoing, 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, with the
corporate power and authority to own its property and conduct its business as
now conducted as described in the Prospectus.
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 Exchange Share
Offering 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, with no personal liability for the payment of the
Company's debts arising solely by virtue of the ownership thereof; such issuance
and sale will not be in violation of or subject to any preemptive rights
provided for by Delaware law or by the Certificate of Incorporation.
The following provisions of the Certificate of Incorpora tion may not
be given effect by a court applying Delaware law, but in our opinion the failure
to give effect to such provisions will
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May 29, 1997
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not affect the duly authorized, validly issued, fully paid and nonassessable
status of the Common Stock:
(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
provision obligates any person to provide to the Board the information such
subsection authorizes the Board to demand, and the provision of Section 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,
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.
(b) Article NINTH of the Certificate of Incorporation, which purports
to permit the Board to consider the effect of any offer to acquire the Company
on constituencies other than stock holders in evaluating any such offer.
Very truly yours,
/s/ Morris, Nichols, Arsht & Tunnell