Attached files
Exhibit 5
LUSE GORMAN, PC
ATTORNEYS AT LAW
5335 Wisconsin Avenue, NW, Suite 780
Washington, D.C. 20015
Telephone (202) 274-2000
Facsimile (202) 362-2902
www.luselaw.com
WRITERS DIRECT DIAL NUMBER
(202) 274-2000
December 12, 2016
Board of Directors
PCSB Financial Corporation
2651 Strang Blvd., Suite 100
Yorktown Heights, New York 10595
Re: | PCSB Financial Corporation |
Common Stock, Par Value $0.01 Per Share |
Members of the Board:
You have requested the opinion of this firm as to certain matters in connection with the offer and sale, and contribution to PCSB Community Foundation (the Charitable Foundation), of the shares of common stock, par value $0.01 per share (the Common Stock), of PCSB Financial Corporation (the Company). We have reviewed the Companys Articles of Incorporation and its Registration Statement on Form S-1 (the Form S-1), the Plan of Conversion of PCSB Bank (the Plan), as well as applicable statutes and regulations governing the Company and the offer and sale of the Common Stock. The opinion expressed below is limited to the laws of the State of Maryland (which includes applicable provisions of the Maryland General Corporation Law, the Maryland Constitution and reported judicial decisions interpreting the Maryland General Corporation Law and the Maryland Constitution).
We are of the opinion that upon the declaration of effectiveness of the Form S-1, the Common Stock, when issued and sold, and, in the case of the Charitable Foundation, contributed in accordance with the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to our firm being referenced under the caption Legal Matters and to the filing of this opinion as an exhibit to the Form S-1.
Very truly yours, |
/s/ Luse Gorman, PC |
LUSE GORMAN, PC |