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EXHIBIT 5.0 OPINION OF MULDOON, MURPHY & FAUCETTE LLP
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November 13, 2000
Board of Directors
Roslyn Bancorp, Inc.
One Jericho Plaza
Jericho, New York 11573
Re: Benefit Restoration Plan for The Roslyn Savings Bank
Ladies and Gentlemen:
We have acted as counsel for Roslyn Bancorp, Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
on Form S-8 of 200,000 shares of the Company's Common Stock, $.01 par value (the
"Shares"), to be issued under the Benefit Restoration Plan for The Roslyn
Savings Bank (the "Plan").
As such counsel, we have made such legal and factual examinations and
inquires 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 with 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.
Based on the foregoing and limited in all respects to Delaware law and the
facts as they exist on the date hereof, it is our opinion that the Shares
reserved under the Plan have been duly authorized and, upon the issuance of the
Shares in the manner described in the Plan, will be validly 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 FOURTH which grant the
Board the authority to construe and apply the provisions of
that Article and subsection
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Board of Directors
November 13, 2000
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C.4 or Article FOURTH, 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
extent, if any, that a court applying Delaware law were to
impose equitable limitations upon such authority; and
(b) Article NINTH 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.
We note that, although certain portions of the registration statement on
Form S-8 (the financial statements and schedule) 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 to the financial
statements or schedules or the other financial information or data included
therein.
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 filed with or 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 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
