Attached files
file | filename |
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EX-23.2 - EX-23.2 - WESTERN LIBERTY BANCORP | y87961a1exv23w2.htm |
EX-23.1 - EX-23.1 - WESTERN LIBERTY BANCORP | y87961a1exv23w1.htm |
EX-23.3 - EX-23.3 - WESTERN LIBERTY BANCORP | y87961a1exv23w3.htm |
EX-99.1 - EX-99.1 - WESTERN LIBERTY BANCORP | y87961a1exv99w1.htm |
S-1/A - FORM S-1/A - WESTERN LIBERTY BANCORP | y87961a1sv1za.htm |
Exhibit 5.1
Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299 |
March 29, 2011
Western Liberty Bancorp
8363 W. Sunset Road, Suite 350
Las Vegas, NV 89113
8363 W. Sunset Road, Suite 350
Las Vegas, NV 89113
Ladies and Gentlemen:
We are acting as counsel to Western Liberty Bancorp, a Delaware corporation (the Company), in
connection with the preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the Securities Act), of a registration statement (the
Registration Statement) on Form S-1 (No. 333-170682) relating to (i) the sale by the Company of
shares of the Companys common stock, $0.0001 par value per share (the Common Stock), to be
issued by the Company upon settlement of certain Restricted Stock Units (the RSUs) granted by the
Company to certain of its current and former directors, officers and consultants (the RSU Shares)
and (ii) the resale by the selling security holders named in the Registration Statement (the
Selling Stockholders) of shares of Common Stock in one or more secondary offerings of (a) shares
of Common Stock to be issued upon exercise by such Selling Stockholders of warrants (the
Warrants) to purchase shares of Common Stock (the Warrant Shares) and (b) shares of Common
Stock issued to such Selling Stockholders in private placements prior to the Companys initial
public offering and in connection with the Companys acquisition of Service1st Bank of
Nevada (collectively, the Private Shares and, together with the RSU Shares, the Shares), as
described in the Registration Statement.
As such counsel, we have participated in the preparation of the Registration Statement and have
examined originals or copies of such documents, corporate records and other instruments as we have
deemed relevant, including, without limitation: (i) the certificate of incorporation of the
Company, as amended to date; (ii) the by-laws of the Company, as amended to date; (iii) the
resolutions of the Board of Directors of the Company, adopted as of June 30, 2005 and May 18, 2006;
(iv) the Registration Statement, together with the exhibits filed as a part thereof; (v) the
Warrant Agreements, dated January 17, 2007, between Service1st Bank of Nevada and each
of the Warrant holders, and (vi) the Restricted Stock Unit Agreements, dated October 28, 2010,
between the Company and each of the RSU holders.
We have made such examination of law as we have deemed necessary to express the opinion
contained herein. As to matters of fact relevant to this opinion, we have relied upon and assumed
without independent verification, the accuracy of certificates of public officials and officers of
the Company. We have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as certified, facsimile or photostatic copies, and the
authenticity of the originals of such copies. We have also assumed that certificates representing
the Shares will have been properly signed by authorized officers of the Company or their agents.
Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo | Washington, D.C.
Western Liberty Bancorp
March 29, 2011
Page 2
March 29, 2011
Page 2
Based upon the foregoing, and subject to the limitations, qualifications, exceptions and
assumptions expressed herein, we are of the opinion, assuming no change in the applicable law or
pertinent facts, that (i) the RSU Shares and Warrant Shares, when issued pursuant to, and as
described in the Registration Statement and the related prospectus (as amended and supplemented
through the date of issuance), will be duly authorized, legally issued, fully paid and
non-assessable, and (ii) the Private Shares have been duly authorized and are legally issued, fully
paid and non-assessable.
This opinion is limited in all respects to the General Corporation Law of the State of Delaware,
and we express no opinion as to the laws, statutes, rules or regulations of any other jurisdiction.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement
and to the reference to our firm under the caption Legal Matters in the prospectus contained in
the Registration Statement. In giving the foregoing consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities Act, as amended, or
the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
This opinion letter is rendered as of the date first written above and we disclaim any obligation
to advise you of facts, circumstances, events or developments that hereafter may be brought to our
attention and that may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion, whether by implication
or otherwise, as to any other matters relating to the Company, the Selling Stockholders or the
Shares.
Very truly yours,
/s/ Proskauer Rose LLP