Exhibit 5.1 and 23.1
[WILLIAMS, MULLEN, CLARK & DOBBINS LETTERHEAD]
June __, 2000
Board of Directors
Southern Financial Bancorp, Inc.
37 East Main Street
Warrenton, Virginia 20186
Ladies and Gentlemen:
This letter is in reference to the Registration Statement on Form S-4
dated June 16, 2000, filed by Southern Financial Bancorp, Inc., a Virginia
Corporation (the "Company"), with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Registration
Statement"). The Registration Statement relates to 409,906 shares of Common
Stock, $0.01 par value per share (the "Shares"), which Shares are proposed to be
offered to the shareholders of First Savings Bank of Virginia, a
Virginia-chartered savings association ("First Savings"), pursuant to an
Agreement and Plan of Reorganization, made and entered into as of March 31,
2000, by and between First Savings, the Company, and Southern Financial Bank, a
Virginia state bank and a wholly-owned subsidiary of the Company, and a related
Plan of Merger (collectively, the "Agreement").
We have examined such corporate proceedings, records and documents as
we considered necessary for the purposes of this opinion. We have relied upon
certificates of officers of the Company where we have deemed it necessary in
connection with our opinion.
Based upon such examination, it is our opinion that the aforementioned
Shares, when issued against payment therefor pursuant to the Agreement, will be
validly issued, fully paid and nonassessable under the laws of the Commonwealth
of Virginia.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Opinion" in the Proxy Statement/Prospectus forming a part of the Registration
Statement.
Very truly yours,
Williams, Mullen, Clark & Dobbins, P.C.
By:____________________________________
