Exhibit 5
September 15, 2000
Re. Admiralty Bancorp, Inc.
Registration Statement on Form SB-2
Admiralty Bancorp, Inc.
4400 PGA Boulevard, Suite 200
Palm Beach Gardens, New Jersey 33410
Dear Sirs:
We have acted as counsel for Admiralty Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form SB-2 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, relating to an aggregate of 1,100,000 shares of Class B common stock,
no par value, of the Company (the "Class B Common Stock").
In so acting, we have examined, and relied as to matters of fact upon,
the originals, or copies certified or otherwise identified to our satisfaction,
of the Certificate of Incorporation and By-laws of the Company and such other
certificates (including certificates of officers of the Company), records,
instruments and documents, and have made such other and further investigations,
as we have deemed necessary or appropriate to enable us to express the opinion
set forth below. In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based upon the foregoing, we are of the opinion that upon issuance and
delivery by the Company of the Class B Common Stock, such Class B Common Stock
will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
JAMIESON, MOORE, PESKIN & SPICER
A Professional Corporation
