Attached files
| file | filename |
|---|---|
| S-1/A - FORM S-1/A - SB ONE BANCORP | v348241_s1a.htm |
| EX-99.7 - FORM OF NOTICE OF GUARANTEED DELIVERY - SB ONE BANCORP | v348241_ex99-7.htm |
| EX-99.4 - FORM OF LETTERS TO CLIENTS - SB ONE BANCORP | v348241_ex99-4.htm |
| EX-99.1 - FORM OF INSTRUCTIONS - SB ONE BANCORP | v348241_ex99-1.htm |
| EX-99.2 - FORM OF LETTER TO SHAREHOLDERS - SB ONE BANCORP | v348241_ex99-2.htm |
| EX-99.3 - FORM OF LETTERS TO BENEFICIAL HOLDERS - SB ONE BANCORP | v348241_ex99-3.htm |
| EX-99.6 - BENEFICIAL HOLDERS ELECTION FORM - SB ONE BANCORP | v348241_ex99-6.htm |
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Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com |
June 20, 2013
Board of Directors
Sussex Bancorp
200 Munsonhurst Road, Route 517
Franklin, New Jersey 07416
Ladies and Gentlemen:
We are acting as counsel to Sussex Bancorp, a New Jersey corporation (the “Company”), in connection with its registration statement on Form S-1, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”). The Registration Statement includes a prospectus (the “Prospectus”) to be furnished to shareholders of the Company in connection with the distribution by the Company to its shareholders of non-transferable subscription rights (the “Rights”) entitling the holders thereof to purchase up to 1,198,300 newly issued shares of the common stock, no par value per share (the “Common Stock”) of the Company (the “Rights Offering”). Pursuant to the Rights Offering, shares of Common Stock may be issued and sold by the Company upon exercise of the Rights (the “Rights Shares”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the New Jersey Business Corporation Act, as amended. As used herein, the term New Jersey Corporation Act, as amended, includes the statutory provisions contained therein, all applicable provisions of the New Jersey Constitution and reported judicial decisions interpreting these laws. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.
Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Berlin Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston London Los Angeles Madrid Miami Milan Moscow Munich New York Northern Virginia Paris Philadelphia Prague Rome San Francisco Shanghai Silicon Valley Singapore Tokyo Ulaanbaatar Warsaw Washington DC Associated offices: Budapest Jakarta Jeddah Riyadh Zagreb. For more information see www.hoganlovells.com
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Board of Directors Sussex Bancorp |
- 2 - | June 20, 2013 |
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) the effectiveness of the Registration Statement, (ii) the issuance of the Rights and the Rights Shares in the manner described in the Registration Statement and (iii) the receipt by the Company of the consideration for the Rights Shares specified in the resolutions of the Board of Directors and the Pricing Committee of the Board of Directors, (A) the Rights will be valid and binding obligations of the Company, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, liquidation, reorganization, moratorium and similar laws affecting the rights of creditors generally, and by general principles of equity; and (B) the Rights Shares will be validly issued, fully paid and nonassessable.
This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.
Very truly yours,
/s/ Hogan Lovells US LLP
HOGAN LOVELLS US LLP