EXHIBIT 5
February 27, 1998
Xxxxxxx Xxxxx National Bancorp, Inc.
0000 X Xxxxxx, X.X.
Washington, D.C. 20006
Re: Xxxxxxx Xxxxx National Bancorp, Inc. Non-Qualified Stock
Option Agreement - Registration Statement on Form S-8 for
75,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel for Xxxxxxx Xxxxx National Bancorp, Inc. (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended, on Form S-8 of 75,000 shares of the Company's Common Stock, $.01 par
value (the "Shares"), to be issued under the Xxxxxxx Xxxxx National Bancorp,
Inc. Non-Qualified Stock Option Agreement with Xxxxxxx Xxxxx Xxxx dated as of
February 20, 1996 and amended as of March 29, 1996 (the "Option Agreement"). As
such counsel, we have made such legal and factual examinations and inquiries as
we deemed advisable for the purpose of rendering this opinion.
Based on the foregoing, it is our opinion that the Shares reserved for
issuance under the Option Agreement have been duly and validly authorized and
upon the issuance and delivery of the Shares in the manner and for the
consideration described under such Option Agreement, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
Xxxxxxx Xxxxx National Bancorp, Inc.'s Registration Statement on Form S-8, and
we consent to the use of our name under the heading "Interests of Named Experts
and Counsel."
Very truly yours,
/s/ Ober, Xxxxx, Xxxxxx & Xxxxxxx
OBER, KALER, XXXXXX & XXXXXXX,
a Professional Corporation
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