Attached files
file | filename |
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S-1/A - CASCADE BANCORP | v167520_s1a.htm |
EX-23.2 - CASCADE BANCORP | v167520_ex23-2.htm |
, 2009
Cascade
Bancorp
1070 NW
Bond Street
Suite
303
Bend,
Oregon 97701
Ladies
and Gentlemen:
We have
acted as counsel to Cascade Bancorp (the “Company”), in connection with the
Company’s registration statement on Form S-1 (the “Registration Statement”),
filed with the Securities and Exchange Commission (the “Commission”) pursuant to
the Securities Act of 1933, as amended (the “Securities Act”), relating to the
proposed public offering of up to $108,000,000 of shares of the
Company’s Common Stock (the “Shares”).
In that
connection, we have reviewed originals or copies identified to our satisfaction
of the following documents:
(a)
|
Registration
Statement;
|
(b)
|
The
Certificate of Incorporation and Bylaws of the Company, as amended;
and
|
(c)
|
Originals
or copies of such other corporate records of the Company and actions of
its board of directors, certificates of public officials and of officers
of the Company and agreements and other documents as we have deemed
necessary as a basis for the opinions expressed
below.
|
In our
review we have assumed:
(i)
|
The
genuineness of all signatures;
|
(ii)
|
The
authenticity of the originals of the documents submitted to
us;
|
(iii)
|
The
conformity to authentic originals of any documents submitted to us as
copies; and
|
(iv)
|
As to matters of
fact, the truthfulness of the representations made in certificates of
public officials and officers of the
Company.
|
We have
not independently established the validity of the foregoing
assumptions.
Our
opinion set forth below is limited to the Oregon Business Corporation Act as
well as all applicable provisions of the Oregon constitution and reported
judicial decisions interpreting these laws, as in effect as of the date of this
letter, and we do not express any opinion herein concerning any other
law.
Based on
the foregoing and upon such other investigation as we have deemed necessary and
subject to the qualifications set forth herein, we are of the opinion that the
Shares have been duly authorized and, when issued and sold in the manner and
under the terms described in the Registration Statement, will be validly issued,
fully paid and nonassessable.
This
opinion letter speaks only as of the date hereof. We expressly
disclaim any responsibility to advise you of any development or circumstance of
any kind, including any change of law or fact that may occur after the date of
this opinion letter that might affect the opinion expressed herein.
We
understand that this opinion is to be used in connection with
the Registration Statement. We hereby consent to the
filing of this opinion letter as Exhibit 5.1 to the Company’s Registration
Statement on Form S-1 filed as of the date hereof and to the reference to this
firm under the caption “Legal Matters” in the Prospectus constituting a part of
the Registration Statement.
Very
truly yours,
Davis
Wright Tremaine LLP