LAW OFFICES SILVER, FREEDMAN & TAFF, L.L.P. A Limited Liability Partnership Including Professional Corporations Seventh Floor 1100 New York Avenue, N.W. Washington, D.C. 20005 (202) 414-6100 Fax: (202) 682-0354 or (202) 682-0355 March 19, 2001 Board...Charter One Financial Inc • March 19th, 2001 • Savings institution, federally chartered
We have examined (i) the Agreement and Plan of Merger, dated as of January 22, 2001, by and between Charter One Financial, Inc. (the "Company"), Charter Michigan Bancorp, Inc. and Alliance Bancorp, (ii) the Registration Statement on Form S-4 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), and the public offering prospectus (the "Prospectus"), relating to the issuance by the Company of up to 8,275,618 shares of common stock, par value $.01 per share (the "Common Stock"), in the manner set forth in the Registration Statement and the Prospectus, (iii) the Company's Second Restated Certificate of Incorporation and Bylaws (each as amended) and (iv) records of the Company's corporate proceedings relating to the issuance of the Common Stock.
