August 7, 2000
Board of Directors
Patapsco Bancorp, Inc.
1301 Merritt Boulevard
Dundalk, Maryland 21222-2194
Re: Patapsco Bancorp, Inc.
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Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Patapsco Bancorp, Inc. ("Patapsco") in
connection with the preparation of the Registration Statement on Form S-4 (the
"Registration Statement") filed on or about August 7, 2000, with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to up to 114,107 authorized but unissued shares of Series A Noncumulative
Convertible Perpetual Preferred Stock, par value $.01 per share (the "Preferred
Stock"), of Patapsco which may be issued under the Agreement of Merger by and
among Patapsco, The Patapsco Bank, PN Financial, Inc., Northfield Bancorp, Inc.
and Northfield Federal Savings Bank, dated May 16, 2000 (the "Agreement"), and
114,107 authorized but unissued shares of common stock, par value $.01 per share
("Common Stock") of Patapsco which may be issued upon the conversion of shares
of Preferred Stock into Common Stock, as more fully described in the
Registration Statement. You have requested the opinion of this firm with respect
to certain legal aspects of the proposed offering.
In our capacity as counsel, we have been requested to render the opinion
set forth in this letter and, in connection therewith, we have reviewed the
following documents: (i) the Registration Statement, (ii) the Articles of
Incorporation of Patapsco ("Articles of Incorporation") certified by the
Secretary of Patapsco as of the date hereof, (iii) certain minutes of meetings
of the Board of Directors of Patapsco, as amended, certified as true and correct
by the Secretary of Patapsco, and (iv) a certificate of the President and of the
Secretary of Patapsco dated August 7, 2000.
In rendering this opinion, we have assumed and relied upon, without
independent investigation, (i) the authenticity, completeness, truth and due
authorization and execution of all documents submitted to us as originals, (ii)
the genuineness of all signatures on all documents submitted to us as originals,
and (iii) the conformity to the originals of all documents submitted to us as
certified or photostatic copies. In addition, in rendering this opinion, we have
assumed that prior to issuance of the Preferred Stock, the Board of Directors
will have duly and validly adopted, in a manner in accordance with the Bylaws of
Patapsco then in effect, the Articles
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Board of Directors
Patapsco Bancorp, Inc.
August 7, 2000
Page 2
Supplementary, in the form attached as Exhibit A to the Agreement (the "Articles
Supplementary"), and that such Articles Supplementary will have been duly filed
with and accepted by the Maryland Department of Assessments and Taxation.
The law covered by the opinion expressed herein is limited to the
Maryland General Corporation Law.
This opinion letter is given only with respect to laws and regulations
presently in effect. We assume no obligation to advise you of any changes in law
or regulation which may hereafter occur, whether the same are retroactively or
prospectively applied, or to update or supplement this letter in any fashion to
reflect any facts or circumstances which hereafter come to our attention.
Based upon, and subject to, the foregoing we are of the opinion that
the Preferred Stock to be issued pursuant to and in accordance with the terms of
the Merger Agreement and the Common Stock to be issued upon the conversion of
the Preferred Stock will be duly and validly issued, fully paid, and
nonassessable.
In rendering the opinion concerning the Common Stock, we have also
assumed that the holders of the Preferred Stock to be converted into Common
Stock will exercise the conversion rights in accordance with the terms of the
Articles Supplementary pertaining to the Preferred Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included under the caption
"Legal Matters" in the proxy statement/prospectus which is part of the
Registration Statement.
Very truly yours,
STRADLEY RONON STEVENS & YOUNG, LLP
By: /s/ Joel E. Rappoport
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Joel E. Rappoport, a Partner
