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EXHIBIT 5 OPINION OF MULDOON, MURPHY & FAUCETTE LLP
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[LETTERHEAD OF MULDOON, MURPHY & FAUCETTE LLP]
July 24, 2000
Board of Directors
OceanFirst Financial Corp.
975 Hooper Avenue
Toms River, New Jersey 08753-8396
Re: OceanFirst Financial Corp. 2000 Stock Option Plan
for Offer and Sale of 631,000 Shares of Common Stock
Ladies and Gentlemen:
We have been requested by OceanFirst Financial Corp., a Delaware
corporation, (the "Company") to issue a legal opinion in connection with the
registration under the Securities Act of 1933 on Form S-8 of 631,000 shares of
the Company's Common Stock, par value $.01 per share (the "Shares"), that may be
issued under the OceanFirst Financial Corp. 2000 Stock Option Plan (herein
referred to as the "Plan").
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity to the originals of all documents supplied to us as copies, and (iv)
the accuracy and completeness of all corporate records and documents and of all
certificates and statements of fact, in each case given or made available to us
by the Company or its subsidiary, OceanFirst Bank.
Based on the foregoing and limited in all respects to Delaware law, it is
our opinion that the Shares reserved under the Plan have been duly authorized
and upon payment for and issuance of the Shares in the manner described in the
Plan, will be legally 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:
(a) Subsections C.3 and C.6 of Article IV which grant the Board the
authority to construe and apply the provisions of that Article and
subsection C.4 of Article IV, to the extent that subsection
obligates any person to provide the Board the information such
subsection authorizes the Board to demand, in each case to the
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Board of Directors
July 24, 2000
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extent, if any, that a court applying Delaware law were to impose
equitable limitations upon such authority; and
(b) Article IX 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.
This opinion is rendered to you solely for your benefit in connection with
the issuance of the Shares as described above. This opinion may not be relied
upon by any other person or for any other purpose, and it should not be quoted
in whole or in part or otherwise referred to or be furnished to any governmental
agency (other than the Securities and Exchange Commission in connection with the
aforementioned registration statement on Form S-8 in which this opinion is
contained) or any other person or entity without the prior written consent of
this firm.
We note that, although certain portions of the registration statement on
Form S-8 (the financial statements and schedules) have been included therein
(through incorporation by reference) on the authority of "experts" within the
meaning of the Securities Act, we are not experts with respect to any portion of
the Registration Statement, including without limitation the financial
statements or schedules or the other financial information or data included
therein.
We hereby consent to the filing of this opinion as an exhibit to, and the
reference to this firm in, the Company's registration statement on Form S-8.
Very truly yours,
/s/ Muldoon, Murphy & Faucette LLP
MULDOON, MURPHY & FAUCETTE LLP
