<PAGE>
Exhibit 5
---------
LEGAL OPINION OF HOGAN & HARTSON L.L.P.
August 3, 2000
Board of Directors
BSB Bancorp, Inc.
58-68 Exchange Street
Binghamton, NY 13902
Gentlemen and Ladies:
We are acting as special counsel to BSB Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with its registration statement on
Form S-8, (the "Registration Statement") to be filed with the Securities and
Exchange Commission relating to the proposed offering of up to 1,300,000 shares
of the Company's common stock, par value $.01 per share, all of which shares
(the "Shares") may be issued by the Company pursuant to the BSB 1996 Long-Term
Incentive and Capital Accumulation Plan (the "Plan"). This opinion letter is
furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. (S) 229.601(b)(5), in connection
with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Certificate of Incorporation of the Company, as certified by
the Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
3. The Bylaws of the Company, as amended, as certified by the
Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
4. The Plan and all amendments thereto, as certified by the
Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
5. Resolutions of the Board of Directors of the Company adopted on
February 26, 1996, January 26, 1998 and January 25, 1999, as
certified by the Secretary of the Company on the date hereof as
then being complete, accurate and in effect, relating to the Plan
and the amendments thereto and the issuance of the Shares
thereunder.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity with the original documents of all
documents submitted to us as copies (including telecopies). This opinion letter
is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the
Delaware General Corporation Law, as amended. We express no opinion herein as to
any other laws, statutes,
<PAGE>
ordinances, rules or regulations. As used herein, the term "Delaware General
Corporation Law, as amended" includes the statutory provisions contained
therein, all applicable provisions of the Delaware Constitution and reported
judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the
opinion that following (a) issuance of the Shares pursuant to the terms of the
Plan and (b) receipt by the Company of the consideration for the Shares
specified in the Plan, the Shares will be validly issued, fully paid and
non-assessable.
This opinion letter has been prepared for your use in connection with
the Registration Statement and speaks as of the date hereof. We assume no
obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement. In giving this opinion and consent, we do not admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
