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Exhibit 5.1
June 28, 2000
Abington Bancorp, Inc.
536 Washington Street
Abington, Massachusetts 02351
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 (the "S-8
Registration Statement") filed today by Abington Bancorp, Inc., a Massachusetts
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended. The S-8 Registration Statement relates
to the proposed offering by the Company of 150,000 shares (the "Shares") of its
Common Stock, $.10 par value per share ("Common Stock"), issuable pursuant to
the Company's 2000 Incentive and Nonqualified Stock Option Plan (the "Stock
Option Plan").
In arriving at the opinion expressed below, we have examined and relied
on the following documents:
(1) The Articles of Organization and By-Laws of the Company, each as
amended as of the date hereof;
(2) The records of meetings of the Board of Directors and stockholders
of the Company provided to us by the Company; and
(3) The Stock Option Plan.
In addition, we have examined and relied on the originals or copies certified or
otherwise identified to our satisfaction of all such corporate records of the
Company and such other instruments and other certificates of public officials,
officers and representatives of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinion expressed below.
Based upon the foregoing, it is our opinion that:
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Abington Bancorp, Inc.
June 28, 2000
Page 2
1. The Company has corporate power adequate for the issuance of the
Shares in accordance with the S-8 Registration Statement. The Company has taken
all necessary corporate action required to authorize the issuance and sale of
the Shares. When certificates for the Shares have been duly executed and
counter-signed, and delivered against due receipt of the exercise price for the
Shares as described in the options relating thereto and the Stock Option Plan,
the Shares will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
S-8 Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By: /s/ Peter W. Coogan
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A Partner
