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EXHIBIT 5
SQUIRE, SANDERS & DEMPSEY L.L.P.
4900 KEY TOWER
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114
(216) 479-8500
October 13, 2000
Citizens & Northern Corporation
90-92 Main Street
P. O. Box 58
Wellsboro, Pennsylvania 16901
Re: Registration Statement on Form S-4 covering a maximum of 990,640 shares of
Common Stock of Citizens & Northern Corporation
Ladies and Gentlemen:
We are delivering this opinion in connection with the Registration
Statement on Form S-4 (the "Registration Statement") of Citizens & Northern
Corporation (the "Company") originally filed on September 6, 2000 with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
with respect to up to 990,640 shares (the "Shares") of common stock, par value
$1.00 per share, of the Company to be issued in connection with the proposed
merger of Peoples, Ltd., a Pennsylvania corporation, with and into the Company
pursuant to the Agreement and Plan of Merger, dated June 22, 2000, by and
between the Company and Peoples, Ltd. (the "Merger Agreement").
In rendering this opinion, we have reviewed the Articles of Incorporation
and By-Laws of the Company, resolutions of the Company's Board of Directors, the
Registration Statement and such corporate records and documents as we have
deemed relevant as the basis for this opinion, and have made such examination of
law as we have deemed necessary to render the opinion set forth below.
Attorneys involved in the preparation of this opinion are admitted to
practice law only in the State of Ohio and we express no opinion herein
concerning any law other than the laws of the State of Ohio. In respect of the
matters set forth herein concerning the laws of the Commonwealth of
Pennsylvania, we have relied without independent investigation on the opinion of
Owlett & Lewis, P.C., Pennsylvania counsel to the Company, addressed to us and
dated the date hereof.
Based upon and subject to the foregoing, we are of the opinion that the
Common Stock to be issued by the Company as set forth in the prospectus
constituting a part of the Registration Statement, when and to the extent issued
in accordance with the Merger Agreement, will be duly
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authorized and validly issued, fully paid and nonassessable under the
Pennsylvania Business Corporation Law as in effect on this date.
The opinion set forth herein are rendered as of the date hereof, and we
assume no obligation to update such opinions to reflect any facts or
circumstances which hereafter may come to our attention or any changes of law
which hereafter may occur.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus contained therein. In giving this consent, we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Respectfully submitted,
/s/ Squire, Sanders & Dempsey L.L.P.
SQUIRE SANDERS & DEMPSEY L.L.P.
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EXHIBIT "A"
OWLETT & LEWIS, P.C.
ONE CHARLES STREET
WELLSBORO, PENNSYLVANIA 16901
(570) 723-1455
October 13, 2000
Squire, Sanders & Dempsey L.L.P.
4900 Key Tower
127 Public Square
Cleveland, Ohio 44114
Re: Registration Statement on Form S-4 covering a maximum of 990,640 shares of
Common Stock of Citizens & Northern Corporation
Ladies and Gentlemen:
We are delivering this opinion in connection with the Registration
Statement on Form S-4 (the "Registration Statement") of Citizens & Northern
Corporation (the "Company") originally filed on September 6, 2000 with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
with respect to up to 990,640 shares (the "Shares") of common stock, par value
$1.00 per share, of the Company to be issued in connection with the proposed
merger of Peoples, Ltd., a Pennsylvania corporation, with and into the Company
pursuant to the Agreement and Plan of Merger, dated June 22, 2000, by and
between the Company and Peoples, Ltd. (the "Merger Agreement").
In rendering this opinion, we have reviewed the Articles of Incorporation
and By-Laws of the Company, resolutions of the Company's Board of Directors, the
Registration Statement and such corporate records and documents as we have
deemed relevant as the basis for this opinion, and have made such examination of
law as we have deemed necessary to render the opinion set forth below.
Attorneys involved in the preparation of this opinion are admitted to
practice law only in the Commonwealth of Pennsylvania and we express no opinion
herein concerning any law other than the laws of the Commonwealth of
Pennsylvania.
Based upon and subject to the foregoing, we are of the opinion that the
Common Stock to be issued by the Company as set forth in the prospectus
constituting a part of the Registration Statement, when and to the extent issued
in accordance with the Merger Agreement, will be duly
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authorized and validly issued, fully paid and nonassessable under the
Pennsylvania Business Corporation Law as in effect on this date.
The opinion set forth herein are rendered as of the date hereof, and we
assume no obligation to update such opinions to reflect any facts or
circumstances which hereafter may come to our attention or any changes of law
which hereafter may occur.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus contained therein. In giving this consent, we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Respectfully submitted,
/s/ Owlett & Lewis, P.C.
OWLETT & LEWIS, P.C.
