EXHIBIT 5
BLANK ROME TENZER GREENBLATT LLP
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174
(212) 885-5000
CABLE:"TENGRAN NEW YORK"
FACSIMILE:(212) 885-5001
July 14, 2000
Berkshire Bancorp Inc.
160 Broadway
New York, New York 10038
Gentlemen:
You have requested our opinion with respect to the offering by
you, Berkshire Bancorp Inc., a Delaware corporation (the "Company"), pursuant to
the provisions of the Company's 1999 Stock Incentive Plan (the "Incentive Plan")
and a Registration Statement (the "Registration Statement") on Form S-8, under
the Securities Act of 1933, as amended (the "Act"), of up to 200,000 shares (the
"Shares") of common stock, par value $.10 per share, of the Company, issuable
under the Incentive Plan.
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents and corporate and public
records as we deem necessary as a basis for the opinion hereinafter expressed.
With respect to such examination, we have assumed the genuineness of all
signatures appearing on all documents presented to us as originals, and the
conformity to the originals of all documents presented to us as conformed or
reproduced copies. Where factual matters relevant to such opinion were not
independently established, we have relied upon certificates of appropriate state
and local officials, and upon representations of an executive officer and agents
of the Company.
Based upon the foregoing, it is our opinion that the Shares
have been duly and validly authorized and, when sold, paid for and issued as
contemplated by the Incentive Plan and the Registration Statement, will be duly
and validly issued, fully paid and nonassessable.
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Berkshire Bancorp Inc.
July 14, 2000
Page 2
We hereby consent to the use of this opinion as an Exhibit to
the Registration Statement, and to the use of our name as your counsel in
connection with the Registration Statement and in the Prospectus forming a part
thereof. In giving this consent, we do not thereby concede that we come within
the categories of persons whose consent is required by the Act or the General
Rules and Regulations promulgated thereunder.
Very truly yours,
/s/ Blank Rome Tenzer Greenblatt LLP
BLANK ROME TENZER GREENBLATT LLP
II-8
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