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Exhibit 5.1
May 22, 2000
Susquehanna Bancshares, Inc.
26 North Cedar Street, P.O. Box 1000
Lititz, PA 17543-7000
Re: Susquehanna Bancshares, Inc. Registration Statement on Form S-3
Ladies and Gentlemen:
As counsel to Susquehanna Bancshares, Inc., a Pennsylvania corporation (the
"Company"), we have assisted in the preparation of the subject Registration
Statement on Form S-3 (the "Registration Statement"), to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to the shelf registration of 2,360,000 shares of the
Company's common stock (the "Shares") issued to the selling shareholders in a
share exchange between the Company and Boston Service Company, Inc. (t/a Hann
Financial Service Corporation).
In rendering the opinion set forth below, we have reviewed (a) the Registration
Statement; (b) the Certificate of Incorporation, as amended, and Bylaws, as
amended, of the Company, as in effect on the date hereof; (c) certain records of
the Company's corporate proceedings as reflected in its minute books; and (d)
such records, documents, statutes and decisions as we have deemed relevant. In
our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the original of all documents submitted to us as copies thereof.
The opinion set forth below is limited to the General Corporation Law of the
Commonwealth of Pennsylvania, as amended.
Based upon the foregoing, we are of the opinion that the Shares are validly
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to our firm under the heading "Legal Opinion" in
the Registration Statement. In giving such opinion, we do not thereby admit that
we are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
