Attached files

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EX-99.2 - EX-99.2 - SB ONE BANCORPd416104dex992.htm
EX-99.1 - EX-99.1 - SB ONE BANCORPd416104dex991.htm
EX-1.1 - EX-1.1 - SB ONE BANCORPd416104dex11.htm
8-K - FORM 8-K - SB ONE BANCORPd416104d8k.htm

Exhibit 5.1

 

LOGO  

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 21, 2017

Board of Directors

Sussex Bancorp

100 Enterprise Dr.

Rockaway, New Jersey 07866

Ladies and Gentlemen:

We are acting as counsel to Sussex Bancorp, a New Jersey corporation (the “Company”), in connection with the public offering of 1,249,999 shares of the Company’s common stock, no par value (the “Securities”), to be offered and sold by the Company in accordance with the terms of the Underwriting Agreement, dated June 16, 2017, by and between the Company and Keefe, Bruyette &Woods, Inc., as Representative of the several Underwriters and (the “Underwriting Agreement”) as described in the prospectus supplement dated June 16, 2017 (the “Prospectus Supplement”) and the accompanying prospectus dated May 31, 2017 (together with the Prospectus Supplement, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (File No. 333-218370) (the “Registration Statement”). 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 pdfs). 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 applicable provisions of the New Jersey Business Corporation Act, as amended. We express no opinion herein as to any other statutes, rules, or regulations

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) issuance of the Common Shares pursuant to the terms of the Underwriting Agreement and (ii) receipt by the Company of the consideration for the Common Shares specified in the Underwriting Agreement and in the resolutions of the Board of Directors and the Pricing Committee of the Board of Directors, the Common Shares will be validly issued, fully paid and nonassessable.

 

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


Sussex Bancorp    - 2 -    June 21, 2017

 

This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Securities, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as to the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Hogan Lovells US LLP

HOGAN LOVELLS US LLP