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EXHIBIT 5
OPINION OF MULDOON, MURPHY & FAUCETTE LLP
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[LETTERHEAD OF MULDOON, MURPHY & FAUCETTE LLP]
July 19, 2000
Board of Directors
Queens County Bancorp, Inc.
38-25 Main Street
Flushing, New York 11354
Re: Queens County Bancorp, Inc. 1997 Stock Option Plan
for Offer and Sale of an Additional 1,000,000 Shares of Common
Stock
Ladies and Gentlemen:
We have been requested by Queens County Bancorp, Inc., a Delaware
corporation, (the "Company") to issue a legal opinion in connection with the
registration under the Securities Act of 1933 on Form S-8/A of an additional
1,000,000 shares of the Company's Common Stock, par value $.01 per share (the
"Shares"), that may be issued under the Queens County Bancorp, Inc. 1997 Stock
Option Plan (herein referred to as the "Plan"). The amendment of the Plan for
which 825,000 shares were previously registered, was approved by the
shareholders of the Company at the April 19, 2000 annual meeting of
shareholders.
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity to the originals of all documents supplied to us as copies, and (iv)
the accuracy and completeness of all corporate records and documents and of all
certificates and statements of fact, in each case given or made available to us
by the Company or its subsidiary, Queens County Savings Bank.
Based on the foregoing and limited in all respects to Delaware law, it is
our opinion that the Shares reserved under the Plan have been duly authorized
and upon payment for and issuance of the Shares in the manner described in the
Plan, will be legally issued, fully paid and nonassessable.
The following provisions of the Certificate of Incorporation may not be
given effect by a court applying Delaware law, but in our opinion the failure to
give effect to such provisions will not affect the duly authorized, validly
issued, fully paid and nonassessable status of the Common Stock:
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Board of Directors
July 19, 2000
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(a) Subsections C.3 and C.6 of Article FOURTH which grant the Board the
authority to construe and apply the provisions of that Article and
subsection C.4 of Article FOURTH, to the extent that subsection
obligates any person to provide the Board the information such
subsection authorizes the Board to demand, in each case to the
extent, if any, that a court applying Delaware law were to impose
equitable limitations upon such authority; and
(b) Article NINTH which authorizes the Board to consider the effect of
any offer to acquire the Company on constituencies other than
shareholders in evaluating any such offer.
This opinion is rendered to you solely for your benefit in connection with
the issuance of the Shares as described above. This opinion may not be relied
upon by any other person or for any other purpose, and it should not be quoted
in whole or in part or otherwise referred to or be furnished to any governmental
agency (other than the Securities and Exchange Commission in connection with the
aforementioned registration statement on Form S-8/A in which this opinion is
contained) or any other person or entity without the prior written consent of
this firm.
We note that, although certain portions of the registration statement on
Form S-8/A (the financial statements and schedules) have been included therein
(through incorporation by reference) on the authority of "experts" within the
meaning of the Securities Act, we are not experts with respect to any portion of
the Registration Statement, including without limitation the financial
statements or schedules or the other financial information or data included
therein.
We hereby consent to the filing of this opinion as an exhibit to, and the
reference to this firm in, the Company's registration statement on Form S-8/A
Very truly yours,
/s/ Muldoon, Murphy & Faucette LLP
MULDOON, MURPHY & FAUCETTE LLP
