LAW OFFICES
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
TIMOTHY B. MATZ 12TH FLOOR JEFFREY D. HAAS
STEPHEN M. EGE 734 15TH STREET, N.W. KEVIN M. HOULIHAN
RAYMOND A. TIERNAN WASHINGTON, D.C. 20005 KENNETH B. TABACH
W. MICHAEL HERRICK _______ PATRICIA J. WOHL
GERARD L. HAWKINS JEFFREY R. HOULE
NORMAN B. ANTIN TELEPHONE: (202) 347-0300 FIORELLO J. VICENCIO*
JOHN P. SOUKENIK* FACSIMILE: (202) 347-2172 CRISTIN ZEISLER
GERALD F. HEUPEL, JR. WWW.EMTH.COM ANDREW ROSENSTEIN
JEFFREY A. KOEPPEL
DANIEL P. WEITZEL _____________________
PHILIP ROSS BEVAN ALLIN P. BAXTER
HUGH T. WILKINSON JACK I. ELIAS
SHERYL JONES ALU
*NOT ADMITTED IN D.C.
December 30, 1998
VIA EDGAR
Board of Directors
Community Savings Bankshares, Inc.
660 U.S. Highway One
North Palm Beach, Florida 33408
Re: Registration Statement on Form S-8;
455,772 Shares of Common Stock
Ladies and Gentlemen:
We have acted as special counsel to Community Savings Bankshares, Inc.,
a Delaware corporation (the "Corporation") and Community Savings, F. A. (the
"Association"), in connection with the preparation and filing with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement"),
relating to the registration of up to 455,772 shares of common stock, par value
$1.00 per share (the "Common Stock"), to be issued pursuant to the 1995 Stock
Option Plan (the "Plan") of the Corporation upon the exercise of stock options
and/or limited stock appreciation rights (the "Option Rights") as defined in the
Plan. We have been requested by the Corporation to furnish an opinion to be
included as an exhibit to the Registration Statement. Capitalized terms defined
in the Registration Statement and not otherwise defined herein are used herein
with the meanings as so defined.
In so acting, we have reviewed the Registration Statement, the
Certificate of Incorporation and Bylaws of the Corporation, the Plan, a specimen
stock certificate evidencing the Common Stock and such other corporate records
and documents as we have deemed appropriate. We are relying upon the originals,
or copies certified or otherwise identified to our satisfaction, of the
corporate records of the Corporation and the Association and such other
instruments, certificates and representations of public officials, officers and
representatives of the Corporation and the Association, and have made such
inquiries of such officers and representatives as we have deemed relevant or
necessary as a basis for this opinion.
Board of Directors
December 30, 1998
Page 2
In such examination, we have assumed, without independent verification,
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformance in all respects of copies to
originals. Furthermore, we have made such factual inquiries and reviewed such
laws as we determined to be relevant for this opinion.
For purposes of this opinion, we have also assumed that: (i) the shares
of Common Stock issuable pursuant to the Option Rights granted under the terms
of the Plan will continue to be validly authorized on the dates on which the
Common Stock is issued pursuant to the Option Rights; (ii) on the dates on which
the Option Rights are exercised, the Option Rights granted under the terms of
the Plan will constitute valid, legal and binding obligations of the Corporation
and will (subject to applicable bankruptcy, moratorium, insolvency,
reorganization and other laws and legal principles affecting the enforceability
of creditors' rights generally) be enforceable as to the Corporation in
accordance with their terms; (iii) the Option Rights are exercised in accordance
with their terms and the exercise price therefor is paid in accordance with the
terms thereof; (iv) no change shall have occurred in applicable law or the
pertinent facts; and (v) the provisions of "blue sky" and other securities laws
as may be applicable will have been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth herein,
we are of the opinion as of the date hereof that the shares of Common Stock to
be issued pursuant to the Plan, when issued and sold pursuant to the Plan and
upon receipt of the consideration required thereby, will be legally issued,
fully paid and non-assessable shares of Common Stock of the Corporation.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Philip Ross Bevan
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Philip Ross Bevan, a Partner