Exhibit 5.1
BRYAN CAVE LLP
ONE METROPOLITAN SQUARE
211 N. BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020
August 31, 2000
Board of Directors
Chester Bancorp, Inc.
1112 State Street
Chester, Illinois 62233
Ladies and Gentlemen:
We are acting as counsel for Chester Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Registration Statement relates to 268,212 shares of the Company's common
stock, $0.01 par value per share, issuable under the Chester Bancorp, Inc. 1997
Stock Option Plan and the Chester Bancorp, Inc. 2000 Stock Option Plan
(collectively, the "Plans").
In connection herewith, we have examined and relied without independent
investigation as to matters of fact upon such certificates of public officials,
such statements and certificates of officers of the Company and originals or
copies certified to our satisfaction of the Registration Statement, the
Certificate of Incorporation and Bylaws of the Company as amended and now in
effect, proceedings of the Board of Directors of the Company and such other
corporate records, documents, certificates and instruments as we have deemed
necessary or appropriate in order to enable us to render this opinion. In
rendering this opinion, we have assumed the genuineness of all signatures on all
documents examined by us, the due authority of the parties signing such
documents, the authenticity of all documents submitted to us as originals and
the conformity to the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing, it is our opinion that the
268,212 shares of common stock of the Company covered by the Registration
Statement, have been duly authorized by all necessary action and, when issued on
exercise of options granted pursuant to the Plans, will be legally issued, fully
paid and non-assessable shares of common stock of the Company.
This opinion is not rendered with respect to any laws other than the
laws of the State of Missouri, the General Corporation Law of the State of
Delaware, and the Federal law of the United States. We hereby consent to the
filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Bryan Cave LLP
