Please wait
Exhibit
5.1
[Breyer
& Associates PC Letterhead]
October
9, 2009
Provident
Financial Holdings, Inc.
3756
Central Avenue
Riverside,
California 92506
|
Re:
|
Provident Financial
Holdings, Inc. |
| |
Registration Statement
on Form S-1
|
Ladies
and Gentlemen:
At your
request, we have examined the Registration Statement on Form S-1 (the
“Registration Statement”), filed with the Securities and Exchange Commission
(the “Commission”) as of the date hereof under the Securities Act of 1933, as
amended (the “Securities Act”), by Provident Financial Holdings, Inc., a
Delaware corporation (the “Company”), of the common stock of the Company,
par value $0.01 per share (the “Common Stock”) with an aggregate offering price
of up to $46,000,000.
The
offering of the Common Stock will be as set forth in the prospectus contained in
the Registration Statement (the “Prospectus”).
This
opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion
is expressed herein as to any matter pertaining to the contents of the
Registration Statement or Prospectus, other than as to the validity of the
Common Stock.
We have
examined the originals, or copies identified to our satisfaction, of such
corporate records of the Company, certificates of public officials, officers of
the Company, and other persons, and such other documents, agreements and
instruments as we have deemed relevant and necessary for the basis of our
opinions hereinafter expressed. In such examination, we have assumed the
following: (a) the authenticity of original documents and the genuineness
of all signatures; (b) the conformity to the originals of all documents
submitted to us as copies; and (c) the truth, accuracy, and completeness of
the information, representations and warranties contained in the records,
documents, instruments, and certificates we have reviewed.
Provident
Financial Holdings, Inc.
October
9, 2009
Page
2
Based on
and subject to the foregoing, and assuming that: (i) the Registration
Statement and any amendments thereto (including post-effective amendments) will
have become effective and comply with all applicable laws; (ii) the
Registration Statement will be effective and will comply with all applicable
laws at the time the Common Stock is offered or issued as contemplated by the
Registration Statement; and (iii) all of the Common Stock will be issued
and sold in the manner stated in the Registration Statement and the Prospectus;
we are of opinion that:
1. The
Common Stock when issued will be validly issued, fully paid and non
assessable.
We
express no opinion as to laws other than the General Corporation Law of the
State of Delaware with respect to the opinion set forth in paragraph
(1) above. No opinion is expressed herein with respect to the qualification
of the Common Stock under the securities or blue sky laws of any other state or
any foreign jurisdiction.
We hereby
consent to the reference to us under the heading Legal Matters in the Prospectus
and to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
By giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act and
the rules and regulations promulgated thereunder.
| |
Very truly
yours, |
| |
|
| |
/s/Breyer &
Associates PC |
| |
|
| |
Breyer &
Associates PC |