EXHIBIT 5
COZEN AND O'CONNOR
ATLANTA, GA A PROFESSIONAL CORPORATION NEW YORK, NY
THE ATRIUM
CHARLOTTE, NC 1900 MARKET STREET NEWARK, NJ
PHILADELPHIA, PA 19103
CHERRY HILL, NJ ------ SAN DIEGO, CA
TELEPHONE
CHICAGO, IL (215) 665-2000 SAN FRANCISCO, CA
(800) 523-2900
DALLAS, TX ------ SEATTLE, WA
FACSIMILE
LONDON, UK (215) 665-2013 WEST CONSHOHOCKEN, PA
------
LOS ANGELES, CA WWW.COZEN.COM WILMINGTON, DE
January 17, 2001
Board of Directors
Chester Valley Bancorp Inc.
100 East Lancaster Avenue
Downingtown, PA 19335
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Chester Valley Bancorp Inc. (the "Company")
in connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933 of a Registration Statement on Form
S-8 relating to shares of common stock of the Company (the "Shares") covered by
the Company's 1997 Stock Option Plan, as amended (the "Plan").
As counsel for the Company, we have examined such corporate records and
other documents of the Company and considered such questions of law as we have
deemed necessary or appropriate for purposes of this opinion. On the basis of
such examination, we are of the opinion that the Shares have been duly
authorized, and when duly issued against the payment of the purchase price
therefor pursuant to the Plan and due exercise of the options thereunder, will
be validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
s/ COZEN AND O'CONNOR
COZEN AND O'CONNOR
