EXHIBIT 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
TIMOTHY B. MATZ 12th Floor PATRICIA J. WOHL
STEPHEN M. EGE 734 15th Street, N.W. DAVID TEEPLES
RAYMOND A. TIERNAN Washington, D.C. 20005 DANIEL R. KLEINMAN
GERARD L. HAWKINS ERIC M. MARION
NORMAN B. ANTIN __________ BRIAN J. CRAIG
JOHN P. SOUKENIK* ________________
GERALD F. HEUPEL, JR.
JEFFREY A. KOEPPEL Telephone: (202) 347-0300 SENIOR COUNSEL
DANIEL P. WEITZEL Facsimile: (202) 347-2172
PHILIP ROSS BEVAN WWW.EMTH.COM W. MICHAEL HERRICK
HUGH T. WILKINSON
JEFFREY D. HAAS OF COUNSEL
KEVIN M. HOULIHAN
KENNETH B. TABACH ALLIN P. BAXTER
JACK I. ELIAS
SHERYL JONES ALU
*NOT ADMITTED IN D.C.
May 31, 2000
VIA EDGAR
Board of Directors
Community Savings Bankshares, Inc.
660 U.S. Highway One
North Palm Beach, Florida 33408
Re: Registration Statement on Form S-8;
547,065 Shares of Common Stock
Ladies and Gentlemen:
We have acted as special counsel to Community Savings Bankshares, Inc.,
a Delaware corporation (the "Company") and Community Savings, F. A. (the
"Association"), in connection with the preparation and filing with
the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration of up to 547,065 shares of common
stock, par value $1.00 per share (the "Common Stock"), to be issued
pursuant to the 1998 Amended and Restated Stock Option Plan (the "Plan") of
the Company upon the exercise of stock options and/or stock appreciation
rights (the "Option Rights") as defined in the Plan. We have been requested
by the Company to furnish an opinion to be included as an exhibit to the
Registration Statement. Capitalized terms defined in the Registration
Statement and not otherwise defined herein are used herein with the meanings
as so defined.
In so acting, we have reviewed the Registration Statement, the
Certificate of Incorporation and Bylaws of the Company, the Plan, a specimen
stock certificate evidencing the Common Stock and such other corporate
records and documents as we have deemed appropriate. We are relying upon the
originals, or copies certified or otherwise identified to our
satisfaction, of the corporate records of the Company and the
Association and such other instruments, certificates and representations
of public officials, officers and representatives of the Company and the
Association, and have made such inquiries of such officers and
representatives as we have deemed relevant or necessary as a basis for this
opinion.
Board of Directors
May 31, 2000
Page 2
In such examination, we have assumed, without independent verification,
the genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformance in all respects
of copies to originals. Furthermore, we have made such factual inquiries
and reviewed such laws as we determined to be relevant for this opinion.
For purposes of this opinion, we have also assumed that: (i) the shares
of Common Stock issuable pursuant to the Option Rights granted under the
terms of the Plan will continue to be validly authorized on the dates on
which the Common Stock is issued pursuant to the Option Rights; (ii) on the
dates on which the Option Rights are exercised, the Option Rights granted
under the terms of the Plan will constitute valid, legal and binding
obligations of the Company and will (subject to applicable
bankruptcy, moratorium, insolvency, reorganization and other laws and
legal principles affecting the enforceability of creditors' rights
generally) be enforceable as to the Company in accordance with their
terms; (iii) the Option Rights are exercised in accordance with their terms
and the exercise price therefor is paid in accordance with the terms
thereof; (iv) no change shall have occurred in applicable law or the
pertinent facts; and (v) the provisions of "blue sky" and other securities
laws as may be applicable will have been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth herein,
we are of the opinion as of the date hereof that the shares of Common Stock
to be issued pursuant to the Plan, when issued and sold pursuant to the
Plan and upon receipt of the consideration required thereby, will be
legally issued, fully paid and non-assessable shares of Common Stock of the
Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Philip Ross Bevan
----------------------------
Philip Ross Bevan, a Partner
