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Exhibit
5.1
[Breyer &
Associates PC Letterhead]
July 29,
2010
Riverview
Bancorp, Inc.
900
Washington Street, Suite 900
Vancouver,
Washington 98660
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Re:
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Riverview
Bancorp, Inc.
Registration Statement on Form
S-1
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Ladies
and Gentlemen:
At your
request, we have examined (i) the Registration Statement on Form S-1, as amended
(Registration No. 162621) of Riverview Bancorp, Inc., a Washington corporation
(the “Company”), initially filed with the Securities and Exchange Commission
(the “Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”), on October 22, 2009 and (ii) the Company’s registration
statement on Form S-1 filed with the Commission under the Securities Act on July
29, 2010 pursuant to Rule 462(b) under the Securities Act (the “Registration
Statement”), each relating to the common stock of the Company, par value
$0.01 per share (the “Common Stock”), as described in the Registration
Statement.
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.
Riverview
Bancorp, Inc.
July 29,
2010
Page
2
Based on
and subject to the foregoing, and assuming that: (i) the Registration
Statement and any amendments thereto (including post-effective amendments) have
become effective and comply with all applicable laws; (ii) the Registration
Statement is 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 duly authorized, validly issued, fully paid and
non assessable.
We
express no opinion as to laws other than the laws of the State of Washington
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.
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Very truly
yours, |
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/s/ Breyer &
Associates PC |
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Breyer &Associates
PC |