Exhibit 5.1
[Letterhead of Stevens & Lee, P.C.]
(610) 478-2000
September 15, 2000
Board of Directors
First Leesport Bancorp, Inc.
133 North Centre Avenue
Leesport, Pennsylvania 19533
Re: Registration Statement on Form S-8/
First Leesport Bancorp, Inc./The First National Bank of
Leesport 401(k) Retirement Savings Plan
Ladies and Gentlemen:
You have asked us to provide you with our opinion whether
the 100,000 shares of First Leesport Bancorp, Inc. (the
"Company") common stock, $5.00 par value (the "Common Stock"),
covered by the Company's Registration Statement on Form S-8(the
"Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with
respect to The First National Bank of Leesport 401(k) Retirement
Savings Plan (the "Plan"), when and if such shares are issued
pursuant to and in accordance with the Plan, will be duly and
validly issued, fully paid and nonassessable.
In connection with this matter, we, as counsel to the
Company, have reviewed the following:
(1) the Pennsylvania Business Corporation Law of 1988, as
amended;
(2) the Company's Articles of Incorporation, as amended
and restated;
(3) the Company's Bylaws, as amended;
(4) resolutions adopted by the Board of
Directors of the Company relating to the Registration
Statement;
(5) the Registration Statement;
(6) the Plan; and
(7) copies of the certificates representing shares of the
Common Stock.
Based upon such review, it is our opinion that the Common
Stock issuable under the Plan, when and as issued in accordance
with the provisions of the Plan, will be duly and validly
issued, fully paid and nonassessable. In giving the foregoing
opinion, we have assumed that the Company will have, at the time
of the issuance of such Common Stock, a sufficient number of
authorized shares available for issue.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving this consent,
however, we do not acknowledge or admit that we come within the
category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
STEVENS & LEE
/s/ Stevens & Lee
Board of Directors
First Leesport Bancorp, Inc.
April ___, 2000
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