Attached files
file | filename |
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S-1 - FORM S-1 - CF BANKSHARES INC. | l43172sv1.htm |
EX-99.8 - EX-99.8 - CF BANKSHARES INC. | l43172exv99w8.htm |
EX-99.3 - EX-99.3 - CF BANKSHARES INC. | l43172exv99w3.htm |
EX-99.7 - EX-99.7 - CF BANKSHARES INC. | l43172exv99w7.htm |
EX-99.1 - EX-99.1 - CF BANKSHARES INC. | l43172exv99w1.htm |
EX-99.2 - EX-99.2 - CF BANKSHARES INC. | l43172exv99w2.htm |
EX-99.9 - EX-99.9 - CF BANKSHARES INC. | l43172exv99w9.htm |
EX-99.4 - EX-99.4 - CF BANKSHARES INC. | l43172exv99w4.htm |
EX-99.6 - EX-99.6 - CF BANKSHARES INC. | l43172exv99w6.htm |
EX-99.5 - EX-99.5 - CF BANKSHARES INC. | l43172exv99w5.htm |
EX-23.1 - EX-23.1 - CF BANKSHARES INC. | l43172exv23w1.htm |
EXHIBIT 5.1
LAW OFFICES
Silver, Freedman & Taff, L.L.P.
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Silver, Freedman & Taff, L.L.P.
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
3299 K STREET, N.W., SUITE 100
WASHINGTON, D.C. 20007
PHONE: (202) 295-4500
FAX: (202) 337-5502
WWW.SFTLAW.COM
WASHINGTON, D.C. 20007
PHONE: (202) 295-4500
FAX: (202) 337-5502
WWW.SFTLAW.COM
September 30, 2011
Central Federal Corporation
2923 Smith Road
Fairlawn, Ohio 44333
2923 Smith Road
Fairlawn, Ohio 44333
Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as counsel to Central Federal Corporation, a Delaware corporation (the
Company), in connection with a Registration Statement on Form S-1 filed by the Company with the
Securities and Exchange Commission (the Registration Statement) and the prospectus included in
the Registration Statement (Prospectus) for the purpose of registering the following: (i)
subscription rights (the Rights) to be distributed to holders of record of the shares of Common
Stock, par value $0.01 per share, of the Company (Common Stock) as of the record date for the
rights offering (Rights Offering), which Rights entitle the holders to subscribe for shares of
Common Stock; (ii) the shares of Common Stock offered pursuant to the Registration Statement in the
Rights Offering or the public offering, if any (the Shares); (iii) warrants (Warrants) to
purchase shares of Common Stock (Warrant Shares), which will be issued to purchasers of Shares on
the basis of one Warrant for every four Shares purchased.
In connection with the rendering of the opinion set forth below, we have examined, are
familiar with and to the extent we deemed appropriate we have relied on originals or copies,
certified or otherwise, identified to our satisfaction, of (i) the Registration Statement, (ii) the
form of engagement letter attached as an exhibit to the Registration Statement (the Engagement
Letter), (iii) the Certificate of Incorporation and Bylaws of the Company as currently in effect,
and proposed amendments thereto, subject to stockholder approval, (iv) resolutions adopted by the
Board of Directors of the Company and (v) such other documents, agreements, records, instruments,
certificates of public officials and certificates of officers or other representatives of the
Company and others as we have deemed necessary or appropriate for purposes of and as a basis for
rendering the opinion set forth below.
In our examination, we have (i) assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, (ii) assumed the conformity to original
documents of all documents submitted to us as certified or photostatic copies and the authenticity
of the originals of such copies and (iii) assumed and relied upon the truth, accuracy and
completeness (without independent investigation or verification) of the information,
representations, warranties and statements contained in the records, documents, instruments and
certificates we have reviewed. In rendering the opinion set forth below, we have assumed that such
parties had, have or will have all requisite power and authority to execute and deliver all
agreements, documents, instruments and certificates examined by us and have also assumed the due
authorization by all requisite action, and the due execution and delivery by such parties of all
such agreements, documents, instruments and certificates and the validity and binding effect
Central Federal Corporation
September 30, 2011
Page 2
September 30, 2011
Page 2
thereof. As to any facts material to the opinion expressed herein which we have not independently
established or verified, we have relied upon statements and representations of officers and other representatives
of the Company and others.
Our opinion is limited to applicable provisions of the General and Business Corporation Law of
Delaware. We express no opinion with respect to the laws of any other jurisdiction.
Based upon and subject to the foregoing, and such legal considerations as we deem relevant, we
are of the opinion that:
1. The Rights have been duly authorized by appropriate corporate action, and when issued, as
contemplated by the Prospectus, the Rights will be the valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except to the extent that
enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium, or other similar laws now or hereafter in effect relating to creditors
rights generally and (b) general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity).
2. The Shares have been duly authorized by appropriate corporate action, and when issued and
delivered against payment therefor upon due and proper exercise of the Rights as contemplated by
the Prospectus, the Shares will be validly issued, fully paid and non-assessable.
3. The Warrants have been duly authorized by appropriate corporate action, and when issued and
delivered as contemplated by the Prospectus, the Warrants will be the valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms, except to the
extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium, or other similar laws now or hereafter in effect relating to
creditors rights generally and (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
4. The Warrant Shares have been duly authorized by appropriate corporate action, and when
issued and delivered against payment therefor upon due and proper exercise of the Warrants as
contemplated by the Prospectus, the Warrant Shares will be validly issued, fully paid and
non-assessable.
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 Matters in the Prospectus included
therein. In giving this consent, we do not admit thereby that we are included in the category of
persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
This opinion is furnished by us, as special counsel to the Company, in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and, except as provided
in the immediately preceding paragraph, is not to be used, circulated or quoted for any other
purpose or otherwise referred to or relied upon by any other person without our express written
permission.
Very truly yours, |
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/s/ SILVER, FREEDMAN & TAFF, L.L.P. | ||||
SILVER, FREEDMAN & TAFF, L.L.P. | ||||