EXHIBIT 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor 734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
June 9, 2000
Board of Directors
Harleysville Savings Financial Corporation
271 Main Street
Harleysville, Pennsylvania 19438
Re: Registration Statement on Form S-3
Dividend Reinvestment and Stock Purchase Plan
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 (the "Act"), of a Registration Statement on
Form S-3 (the "Registration Statement"), relating to the registration of up to
367,060 shares of common stock, par value $.01 per share ("Common Stock"), to be
issued pursuant to the Corporation's Dividend Reinvestment and Stock Purchase
Plan (the "Plan"). 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 Prospectus, the Articles of Incorporation and Bylaws of the Corporation,
the Plan, 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
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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.
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 Corporation.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Legal
Opinion" in the Prospectus. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act.
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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