<PAGE>
EXHIBIT 5
[Letterhead of McCarter & English, LLP]
December 18, 2000
RE: Brunswick Bancorp
Registration Statement on Form S-8
Brunswick Bancorp
439 Livingston Avenue
New Brunswick, NJ 08903
Dear Sirs:
We have acted as counsel for Brunswick Bancorp, a New Jersey
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 being filed by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, relating to an aggregate of
350,000 shares of Common Stock, no par value per share, of the Company (the
"Shares"), issuable pursuant to the Brunswick Bancorp 2000 Stock Option Plan and
the Brunswick Bancorp Restricted Stock Award Plan (the "Plans").
In so acting, we have examined, and relied as to matters of fact upon,
the originals, or copies certified or otherwise identified to our satisfaction,
of the Certificate of Incorporation and By-laws of the Company, the Plans, and
such other certificates, records, instruments and documents, and have made such
other and further investigations, as we have deemed necessary or appropriate to
enable us to express the opinion set forth below. In such examination, we have
assumed the genuiness of all signatures, the legal capacity of natural person,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such latter
documents.
Based upon the foregoing, we are of the opinion that:
1. Upon issuance and delivery by the Company of the Shares
pursuant to the provisions of the Plans and payment of the
purchase price therefor in accordance with the terms set forth
in the Plans, in cash or other consideration permitted under
Section 12A:7-5 of the New Jersey Business Corporation Act
(the "Act"), the Shares issued thereunder will be legally
issued, fully paid and non-assessable.
The issuance of the Shares is subject to the continuing effectiveness
of the Registration Statement and the qualification, or exemption from
registration, of such Shares under certain state securities laws.
-43-
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ McCarter & English, LLP
McCarter & English, LLP
-44-
