Exhibit 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
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Telephone: (202) 347-0300
Facsimile: (202) 347-2172
TIMOTHY B. MATZ JEFFREY D. HAAS
STEPHEN M. EGE KEVIN M. HOULIHAN
RAYMOND A. TIERNAN KENNETH B. TABACH
W. MICHAEL HERRICK PATRICIA J. WOHL
GERARD L. HAWKINS BRIAN CRAIG
NORMAN B. ANTIN DAVID TEEPLES
JOHN P. SOUKENIK* ERIC M. MARION
GERALD F. HEUPEL, JR. DANIEL R. KLEINMAN*
JEFFREY A. KOEPPEL
DANIEL P. WEITZEL
PHILIP ROSS BEVAN
HUGH T. WILKINSON May 31, 2000 OF COUNSEL
ALLIN P. BAXTER
*NOT ADMITTED IN D.C. JACK I. ELIAS
SHERYL JONES ALU
VIA EDGAR
Board of Directors
Harleysville Savings Financial Corporation
271 Main Street
Harleysville, Pennsylvania 19438
Re: Registration Statement on Form S-8
187,335 Shares of Common Stock
Gentlemen:
We are special counsel to Harleysville Savings Financial
Corporation, a Pennsylvania corporation (the "Corporation"), 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 584
shares of common stock, par value $0.01 per share ("Common Stock"), to be issued
pursuant to the Corporation's Employee Stock Compensation Program (the
"Compensation Program"), up to 145,899 shares of Common Stock to be issued
pursuant to the 1995 Stock Option Plan (the "Option Plan") and up to 40,852
shares of Common Stock to be issued pursuant to the 1995 Employee Stock Purchase
Plan (the "Purchase Plan") upon the exercise of stock options and/or rights
(referred to as "Option Rights"). The Compensation Program, the Option Plan and
the 1995 Purchase Plan are collectively referred to herein as the "Plans." The
Plans were originally adopted by HarleysvilleSavings Bank (the "Bank") and were
assumed by the Corporation in connection with the reorganization of the Bank to
holding company form of ownership in February 2000. The Registration Statement
also registers an indeterminate number of additional shares which may be
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Board of Directors
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May 31, 2000
necessary under the Plans to adjust the number of shares reserved thereby for
issuance as the result of a stock split, stock dividend or similar adjustment of
the outstanding Common Stock of the Corporation. We have been requested by the
Corporation to furnish an opinion to be included as an exhibit to the
Registration Statement.
For this purpose, we have reviewed the Registration Statement and
related Prospectuses, the Articles of Incorporation and Bylaws of the
Corporation, the Plans, a specimen stock certificate evidencing the Common Stock
of the Corporation 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
Corporation and such other instruments, certificates and representations of
public officials, officers and representatives of the Corporation as we have
deemed relevant as a basis for this opinion. In addition, we have assumed,
without independent verification, the genuineness of all signatures and the
authenticity of all documents furnished to us 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 Option Rights granted under the terms of
the Plans will continue to be validly authorized on the dates the Common Stock
is issued pursuant to the Option Rights; (ii) on the dates the Option Rights are
exercised, the Option Rights granted under the terms of the Plans will
constitute valid, legal and binding obligations of the Corporation 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 Corporation in accordance with their
terms; (iii) no change occurs in applicable law or the pertinent facts; and (iv)
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 Plans, when issued and sold pursuant to the
Plans and upon receipt of the consideration required thereby, will be legally
issued, fully paid and non-assessable shares of Common Stock of the Corporation.
We hereby consent to the reference to this firm under the caption "Legal
Opinion" in the Prospectuses of the Plans and 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/ Kenneth B. Tabach
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Kenneth B. Tabach, a Partner
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