INTERCHANGE FINANCIAL SERVICES CORPORATION
REGISTRATION STATEMENT
FORM S-8
EXHIBIT 5
<PAGE>
June 26, 2000
Interchange Financial Services Corporation
Park 80 West, Plaza Two
Saddle Brook, New Jersey 07663
Re: Interchange Financial Services Corporation
Outside Director Incentive Compensation Plan
Ladies and Gentlemen:
We refer you to the proposed Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1993, of Interchange
Financial Services Corporation (the "Company") pertaining to the offer and sale
by the Company of 100,000 shares of the Company's Common Stock, no par value
(the "Common Shares") pursuant to options granted from time to time under the
Company's Outside Director Incentive Compensation Plan (the "Plan").
We have acted as counsel to the Company in connection with the Registration
Statement. In such capacity, we have examined the Registration Statement, copies
of the Company's Certificate of Incorporation and amendments thereto, the Plan,
certificates of officers of the Company and of public officials and such other
corporate records and documents as we have deemed necessary in order to express
the opinion set forth below.
Based upon the foregoing examination, it is our opinion that upon the
issuance of certificates evidencing the Common Shares
<PAGE>
Interchange Financial Services Corporation
June 26, 2000
Page 2
and delivery thereof in exchange for payment of the option prices set forth in
option agreements properly granted under the Plan from time to time, and upon
satisfaction of all other conditions, if any, set forth in such option
agreements, then the Common Shares shall be validly issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the reference to our firm in prospectus included in
such Registration Statement under the heading "Legal Matters".
Very truly yours,
NORRIS, McLAUGHLIN & MARCUS, P.A.
/S/ Peter D. Hutcheon
