Exhibits 5 and 23.1
[WILLIAMS, MULLEN, CLARK & DOBBINS LETTERHEAD]
June __, 2000
Board of Directors
Cardinal Financial Corporation
10555 Main Street, Suite 500
Fairfax, VA 22030
Ladies and Gentlemen:
This letter is in reference to the Registration Statement on Form S-4
dated June 1, 2000, filed by Cardinal Financial Corporation (the "Company") with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended (the "Registration Statement"). The Registration Statement relates
1,376,770 shares of the Company's preferred stock, par value $1.00 per share, to
be issued to the shareholders of Heritage Bancorp, Inc., a Virginia corporation
("Heritage"), pursuant to the Amended and Restated Agreement and Plan of
Reorganization, dated as of June __, 2000, by and between Heritage, the Company,
and Cardinal Merger Corp., a wholly owned subsidiary of the Company (the
"Agreement").
We have examined such corporate proceedings, records and documents as
we considered necessary for the purposes of this opinion. We have relied upon
certificates of officers of the Company where we have deemed it necessary in
connection with our opinion.
Based upon such examination, it is our opinion that the aforementioned
Shares, when issued against payment therefor pursuant to the Agreement, will be
validly issued, fully paid and nonassessable under the laws of the Commonwealth
of Virginia.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Opinions" in the Joint Proxy Statement forming a part of the Registration
Statement.
Very truly yours,
WILLIAMS, MULLEN, CLARK & DOBBINS
____________________________________
