EXHIBIT 5.1
LEGAL OPINION OF HOGAN & HARTSON L.L.P.
August 7, 2000
Board of Directors
Troy Financial Corporation
32 Second Street
Troy, New York 12180
Re: The Troy Savings Bank 401(k) Savings Plan in RSI Retirement Trust
Registration Statement on Form S-8
Gentlemen:
We are acting as special counsel to Troy Financial
Corporation, a Delaware corporation (the "Company"), in connection with its
registration statement on Form S-8 (the "Registration Statement") filed with the
Securities and Exchange Commission relating to the proposed offering of up to
27,600 shares of the Company's common stock, par value $.0001 per share, all of
which shares (the "Shares") are to be sold by the Company through The Troy
Savings Bank 401(k) Savings Plan in RSI Retirement Trust (the "Plan"). This
opinion letter is furnished to you at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. ss. 229.601(b)(5),
in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies
of the following documents:
1. An executed copy of the Registration Statement.
2. The Certificate of Incorporation of the Company, as
certified by the Vice President of the Company on the date
hereof as then being complete, accurate and in effect.
3. The Bylaws of the Company, as certified by the Vice
President of the Company on the date hereof as then being
complete, accurate and in effect.
4. The Plan.
5. Resolutions of the Board of Directors of the Company
adopted on January 28, 1999 and March 25, 1999, as
certified by the Vice President of the Company on the date
hereof as then being complete, accurate and in effect,
relating to the issuance and sale of the Shares and
arrangements in connection therewith.
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity to authentic original documents of all documents submitted to us
as copies (including telecopies). This opinion letter is given, and all
statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on
the Delaware General Corporation Law, as amended. We express no opinion herein
as to any other laws, statutes,
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regulations, or ordinances. As used herein, the term "Delaware General
Corporation Law, as amended" includes the statutory provisions contained
therein, all applicable provisions of the Delaware Constitution and reported
judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of
the opinion that the Shares to be issued pursuant to the terms of the Plan have
been duly authorized and upon issuance thereof against payment therefor in
accordance with the terms of the Plan, will be validly issued, fully paid and
non-assessable under the Delaware General Corporation Law, as amended.
This opinion letter has been prepared solely for your use in
connection with the filing of the Registration Statement and speaks as of the
date hereof. We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as
Exhibit 5 to the Registration Statement. In giving this opinion and consent, we
do not admit that we are an "expert" within the meaning of the Securities Act of
1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
