law offices
Silver, Freedman & Taff, L.L.P.
a limited liability partnership including professional corporations
1100 NEW YORK AVENUE, N.W.
SIDNEY J. SILVER, P.C. WASHINGTON, D.C. 20005-3934 TELECOPIER NUMBER
ROBERT L. FREEDMAN, P.C. (202) 414-6100 (202) 682-0354
BARRY P. TAFF, P.C. WWW.SFTLAW.COM
JAMES S. FLEISCHER, P.C. OF COUNSEL
JEFFREY M. WERTHAN, P.C. JOHN F. BREYER, JR.
KIP A. WEISSMAN, P.C. LAWRENCE J. EISENBERG
MARTIN L. MEYROWITZ, P.C. E. PRESTON RUTLEDGE
RICHARD S. GARABEDIAN, P.C. JOHN B. SELMAN*
DAVE M. MUCHNIKOFF, P.C. JAMES W. LANCE*
STEVEN M. ABRAMSON, P.C. MARTIN J. O'RIORDAN*
BRIAN L. ALPERT, P.C. DANIEL C. HOLDGREIWE*
GARY A. LAX, P.C.
MICHAEL S. SADOW, P.C.
NANCY M. STILES, P.C.
BETH A. FREEDMAN
CRAIG M. SCHEER
MICHAEL A. TROY*
MICHAEL R. GARTMAN
*NOT ADMITTED IN D.C.
June 26, 2000
Board of Directors
Hudson River Bancorp, Inc.
One Hudson City Centre
Hudson, NY 12534
Members of the Board of Directors:
We have examined (i) the Registration Statement on Form S-4 (the
"Registration Statement") filed by Hudson River Bancorp, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), and the public
offering prospectus (the "Prospectus"), relating to the issuance by the Company
of up to 10,395,744 shares of common stock, par value $.01 per share (the
"Common Stock"), in the manner set forth in the Registration Statement and the
Prospectus, (ii) the Company's Certificate of Incorporation and Bylaws (as
amended) and (iii) records of the Company's corporate proceedings relative to
the issuance of the Common Stock.
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 all certificates and statements of fact, in
each case given or made available to us by the Company. We have relied upon
certificates and other written documents from public officials and government
agencies and departments and we have assumed the accuracy and authenticity of
such certificates and documents.
Based upon the foregoing, and having a regard for such legal
considerations as we deem relevant, we are of the opinion that the Common Stock
will be, upon issuance by the Company in the manner set forth in the
Registration Statement and Prospectus, legally issued, fully paid and
non-assessable.
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June 26, 2000
Page 2
We consent to the use of this opinion and of our opinion regarding
federal income tax consequences, to the incorporation by reference of such
opinions as exhibits to the Registration Statement and to the reference to our
firm and our opinions under the heading "Legal Matters" in the Registration
Statement filed by the Company, and all amendments thereto. In giving this
consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Silver, Freedman & Taff, L.L.P.
Silver, Freedman & Taff, L.L.P.
