EXHIBIT 5.1
Ellsworth, Carlton & Waldman, P.C.
1105 Berkshire Boulevard
Suite 320
Wyomissing, PA 19610
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Telephone (610) 374-1135
Fax (610) 371-9510
September 7, 2000
Board of Directors
National Penn Bancshares, Inc.
Philadelphia and Reading Avenues
Boyertown, Pennsylvania 19512
Re: Registration Statement on Form S-4
Community Independent Bank, Inc.
Ladies and Gentlemen:
In connection with the proposed offering of up to 686,778 shares of
common stock, without par value (the "Common Stock"), by National Penn
Bancshares, Inc. (the "Company"), covered by the Company's Registration
Statement on Form S-4 (the "Registration Statement") filed on or about this date
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, we, as special counsel to the Company, have reviewed:
(1) the Articles of Incorporation of the Company;
(2) the Bylaws of the Company;
(3) the resolutions, adopted August 23, 2000, by the Board of
Directors of the Company;
(4) the Registration Statement; and
(5) such other documents, papers and matters of law as we have deemed
necessary under the circumstances.
Based upon our review of the foregoing, it is our opinion that:
(1) The Company has been duly incorporated under the laws of the
Commonwealth of Pennsylvania and is validly existing and in good standing under
the laws of such Commonwealth.
(2) The Common Stock covered by the Registration Statement has been
duly authorized and, when issued and sold pursuant to the terms described in the
Registration Statement, will be legally issued by the Company and fully paid and
nonassessable.
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We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the related Prospectus. In giving this consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1993, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
ELLSWORTH, CARLTON & WALDMAN, P.C.
/s/H. Anderson Ellsworth
H. Anderson Ellsworth
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