Exhibit 5
[LETTERHEAD OF ▇▇▇▇▇▇▇, PROCTER & ▇▇▇▇ LLP]
August 6, 1997
▇▇▇▇▇▇▇▇ Financial, Inc.
▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Gentlemen:
▇▇▇▇▇▇▇▇ Financial, Inc. ("▇▇▇▇▇▇▇▇") has entered into an Agreement and
Plan of Merger, dated as of March 14, 1997 (the "Merger Agreement"), by and
among ▇▇▇▇▇▇▇▇, The Berlin City Bank ("BCB"), a New Hampshire bank and the
parent of ▇▇▇▇▇▇▇▇, Pemi Bancorp, Inc. ("PEMI"), and Pemigewasset National Bank
("PNB"), a wholly owned national bank subsidiary of PEMI. Under the terms of the
Merger Agreement, (i) Northway will organize a new New Hampshire trust company,
Berlin Interim Trust Company ("BITC"), (ii) pursuant to a Plan of Reorganization
(the "BCB Reorganization Plan"), BITC will merge with and into BCB (the "BCB
Reorganization"), as a result of which BCB will become a wholly owned direct
subsidiary of ▇▇▇▇▇▇▇▇, and (iii) following the BCB Reorganization, PEMI will
merge with and into ▇▇▇▇▇▇▇▇, with ▇▇▇▇▇▇▇▇ being the surviving corporation (the
"Merger"). As a result of the foregoing transactions, ▇▇▇▇▇▇▇▇ will be the bank
holding company for BCB and PNB, and each of BCB and PNB will be wholly owned
direct subsidiaries of ▇▇▇▇▇▇▇▇.
In connection with the BCB Reorganization and the Merger (i) each
outstanding share of BCB common stock will be converted into 16 shares of common
stock, par value $1.00 per share, of ▇▇▇▇▇▇▇▇ ("Common Stock") and (ii) each
outstanding share of PEMI common stock will be converted into 1.0419 shares
of ▇▇▇▇▇▇▇▇ Common Stock.
This opinion is rendered with respect to the shares of Common Stock to
be issued to the stockholders of BCB upon the effectiveness of the BCB
Reorganization Plan and to the stockholders of PEMI upon the effectiveness of
the Merger Agreement. The Merger Agreement and the BCB Reorganization Plan are
set forth as Appendix A and Appendix E, respectively, to the to the joint Proxy
Statement of BCB and PEMI and Prospectus of ▇▇▇▇▇▇▇▇ (the "Proxy
Statement/Prospectus") that forms a part of ▇▇▇▇▇▇▇▇'▇ registration statement on
Form S-4 (the "Registration Statement") filed with the Securities and Exchange
Commission on August 6, 1997.
We have reviewed the Amended and Restated Articles of Incorporation and
By-laws of each of ▇▇▇▇▇▇▇▇ and BCB, respectively, the Proxy
Statement/Prospectus, the BCB Reorganization Plan, the Merger Agreement, records
of the proceedings of the Boards of Directors of each of ▇▇▇▇▇▇▇▇ and BCB,
respectively, and such other records as we deem relevant for the purposes of
this opinion.
Based upon the foregoing, we are of the opinion that when the BCB
Reorganization Plan and the Merger have been approved by the requisite vote of
the shareholders of BCB as set forth in the Proxy Statement/Prospectus and when
the other conditions to the BCB Reorganization and the Merger set forth in the
BCB Reorganization Plan and the Merger Agreement and in the Proxy
Statement/Prospectus have been satisfied or, if permitted, waived, the BCB
Reorganization and the Merger have become effective, the shares of ▇▇▇▇▇▇▇▇
Common Stock to be issued to the stockholders of BCB and PEMI pursuant to the
BCB Reorganization and the Merger will be duly authorized, validly issued, fully
paid and non-assessable.
We consent to the reference to our firm under the caption "Legal
Matters" in the Registration Statement and to a copy of this opinion being filed
as an Exhibit to the Registration Statement.
Very truly yours,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
