{SRHKB LETTERHEAD]
June 15, 2000
Board of Directors
WSFS Financial Corporation
838 Market Street
Wilmington, Delaware 19899
Re: Registration Statement on Form S-8
Gentlemen and Ladies:
We have acted as counsel to and for WSFS Financial
Corporation, a Delaware corporation (the "Company"), in
connection with the preparation and filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8
(the "Registration Statement"), for the purpose of registering
under the Securities Act of 1933, as amended, 540,000 additional
shares (the "Shares") of the Company's common stock, $.01 par
value per share (the "Common Stock"), issuable under the
Company's 1997 Stock Option Plan, as amended (the "Plan").
In our capacity as counsel, we have been requested to render
the opinion set forth in this letter and, in connection
therewith, we have reviewed the following documents: (i) the
Registration Statement; (ii) the Plan; (iii) the Company's
Certificate of Incorporation and Bylaws; (iv) certain minutes of
meetings or unanimous consents of the Board of Directors and
stockholders of the Company; and (vi) a certificate of the
Secretary of the Company dated June 15, 2000 certifying as to the
accuracy of (iii) and (iv).
In rendering this opinion, we have assumed and relied upon,
without independent investigation, (i) the authenticity,
completeness, truth and due authorization and execution of all
documents submitted to us as originals, (ii) the genuineness of
all signatures on all documents submitted to us as originals, and
(iii) the conformity to the originals of all documents submitted
to us as certified or photostatic copies.
The law covered by the opinion expressed herein is limited
to the Delaware General Corporation Law without regard to the
caselaw thereunder.
This opinion letter is given only with respect to laws and
regulations presently in effect. We assume no obligation to
advise you of any changes in law or regulation which may
hereafter occur, whether the same are retroactively or
prospectively applied, or to update or supplement this letter in
any fashion to reflect any facts or circumstances which hereafter
come to our attention.
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Board of Directors
June 15, 2000
Page 2
Based upon, and subject to, the foregoing, we are of the
opinion that the Shares when issued pursuant to and in accordance
with the Plans will be validly issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement and we further consent to the
reference to our firm under the caption "Legal Matters" in the
Prospectus and to any reference to our firm in the Prospectus as
legal counsel who have passed upon the legality of the securities
offered thereby.
Very truly yours,
STRADLEY RONON HOUSLEY KANTARIAN & BRONSTEIN, LLP
By:/s/ James C. Stewart
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James C. Stewart, A Partner
