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EXHIBIT 5
November 21, 2000
Board of Directors
Savings Bancorp, Inc.
118 North Court Street
Circleville, Ohio 43113
Members of the Board:
We have acted as counsel to Savings Bancorp, Inc. (the "Corporation"), an Ohio
corporation, in connection with the preparation of the Registration Statement on
Form S-4 (the "Registration Statement") filed by the Corporation under the
Securities Act of 1933, as amended (the "1933 Act"), with the Securities and
Exchange Commission relating to the issuance of up to 1,100,000 common shares,
without par value (the "Shares"), of the Corporation in connection with the
consummation of the merger transaction contemplated by the Merger Agreement
(the "Merger Agreement") to be entered into between The Savings Bank, an Ohio
chartered bank, and Savings Interim Bank, an Ohio chartered bank, and joined in
by the Corporation.
In connection with the preparation of this opinion, we have examined and are
familiar with each of the following:
1. the Articles of Incorporation and Code of Regulations of the
Corporation, each as currently in effect;
2. the Registration Statement;
3. the Merger Agreement;
4. the resolutions adopted by the Board of Directors of the Corporation
relating to the issuance of the Shares and approving the Merger
Agreement; and
5. such other records, documents or instruments as in our judgment are
necessary or appropriate to enable us to render the opinions herein.
In our examinations and in rendering the opinion set forth below, we have
assumed, without independent investigation or examination, (a) the genuineness
of all signatures, the authenticity and completeness of all documents submitted
to us as originals, the conformity to original documents of such latter
documents; (b) that the final, executed
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Board of Directors
November 21, 2000
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copy of each document submitted to us in draft form will not differ in any
material respect from the draft form of such document submitted to us; (c) that,
with respect to documents executed by parties other than the Corporation, those
parties had the power, corporate or otherwise, to enter into and perform all
obligations thereunder and that those documents were duly authorized by all
requisite actions, corporate or otherwise, of those parties, that those
documents were duly executed and delivered by those parties and that those
documents are the valid and binding agreements of those parties; and (d) that
the Merger Agreement will have been duly authorized, executed and delivered by
the parties thereto, other than the Corporation, and constitutes the valid and
binding obligation of the parties thereto, other than the Corporation,
enforceable against the parties in accordance with its terms, and that the
Merger Agreement, in the form presented to us, will have been executed and
delivered on behalf of the Corporation by its President. As to the facts
material to our opinions expressed herein which were not independently
established or verified, we have relied only upon factual representations of
officers and other representatives of The Savings Bank.
Based upon the subject to the foregoing, and the further qualifications and
limitations set forth below, as of the date hereof, we are of the opinion that
the Shares have been duly authorized by the Corporation and will, when issued in
accordance with the terms and conditions of the Merger Agreement, be validly
issued, fully paid and non-assessable.
The opinion expressed above is limited to the effect of the General Corporation
Law of the State of Ohio. Accordingly, no opinion is expressed with respect to
the laws of any other jurisdiction, or the effect thereof, on the offer, sale or
issuance of the Shares.
This opinion is furnished to you for use in connection with the Registration
Statement and may not be used for any other purpose without our prior written
consent. We hereby consent to the use of our name in the Registration Statement
under the caption "Legal Matters" and to the filing of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the 1933 Act, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Werner & Blank Co., L.P.A.
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Werner & Blank Co., L.P.A.
