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EXHIBIT 5.1
OPINION OF BLANK ROME COMISKY & MCCAULEY LLP
[ON BLANK ROME LETTERHEAD]
October 13, 2000
BERKSHIRE BANCORP INC.
160 Broadway
New York, New York 10038
Re: Berkshire/GSB Merger
Registration Statement on Form S-4
Gentlemen:
We have acted as counsel to Berkshire Bancorp Inc. ('Berkshire') in
connection with the Registration Statement on Form S-4 (the 'Registration
Statement') to be filed on October 13, 2000 by Berkshire pursuant to the
Securities Act of 1933, as amended, relating to the issuance of up to 796,142
shares of common stock, par value of $.10 per share (the 'Shares') in connection
with the proposed merger of GSB Financial Corporation, a Delaware corporation,
with and into Berkshire. This opinion is furnished pursuant to the requirements
of Item 601(b)(5) of Regulation S-K.
In rendering this opinion, we have examined only the documents listed on
Exhibit 'A' attached hereto and such other documents as we deemed necessary to
render this opinion. We have not performed any independent investigation other
than the document examination described above. We have assumed and relied on the
truth, completeness and authenticity of all documents and records examined and
the genuineness of all signatures. This opinion is limited to the laws of the
State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued in the manner contemplated by the Registration Statement,
will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption 'Legal
Matters' in the joint proxy statement/prospectus, which is part of the
Registration Statement.
Very truly yours,
/s/ BLANK ROME COMISKY & MCCAULEY LLP
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EXHIBIT 'A'
1. Berkshire's Amended and Restated Certificate of Incorporation and all
amendments thereto.
2. Berkshire's Amended and Restated Bylaws and all amendments thereto.
3. Good Standing Certificate issued by the Secretary of the State of Delaware.
4. Resolutions adopted by the board of directors relating to transactions
contemplated by the Registration Statement.
5. Berkshire's Registration Statement on Form S-4.
