EX-5.1 4 v31640a1exv5w1.htm EXHIBIT 5.1 exv5w1
 

Exhibit 5.1
September 7, 2007
Board of Directors
Venture Financial Group, Inc.
1495 Wilmington Dr.
PO Box 970
DuPont, Washington 98327
     
Re:
  Proposed Public Offering of Venture Financial Group, Inc. Common Stock
 
  Registration Statement on Form S-1
Ladies and Gentlemen:
     We have acted as counsel to Venture Financial Group, Inc., a Washington corporation (the “Company”) in connection with its Registration Statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission on July 17, 2007, as amended September 7, 2007, and covering 2,070,000 shares of the Company’s Common Stock (the “Shares”), including 270,000 shares subject to an over-allotment option. This opinion letter is furnished to you at your request in connection with the Registration Statement.
     In the course of our representation we have examined the Registration Statement, copies of the Articles of Incorporation, Bylaws, and excerpts of minutes of meetings of the Boards of Directors of the Company. We have also received from officers of the Company certain other documents, corporate records, certificates and representations concerning factual matters. We have reviewed such documents, reviewed such certificates and made such inquiries of public officials, and have made such review of laws, as we consider necessary for purposes of this opinion. We have relied as to matters of fact upon the above documents and investigation. We have assumed without investigation the genuineness of all signatures and the authenticity and completeness of all documents submitted to us as originals and the conformity to authentic and complete original documents of all documents submitted to us as certified or photostatic copies.
     Based upon the foregoing and subject to the qualifications and exceptions heretofore and hereinafter set forth, we are of the opinion that the Shares have been duly authorized by the Company, and that when the Registration Statement is declared effective and the Shares have been issued, delivered and paid for in the manner described in the Registration Statement, the Shares will be validly issued, fully paid, and non-assessable.

 


 

September 7, 2007
Page 2
     This opinion is limited to the laws of the State of Washington and applicable federal laws of the United States of America, and to the facts bearing on this opinion as they exist on the date of this letter. We disclaim any obligation to review or supplement this opinion or to advise you of any changes in the circumstances, laws or events that may occur after this date or otherwise update this opinion.
     We consent to the use of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name under the caption “Legal Matters” in the Prospectus forming a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the General Rules and Regulations of the Commission.
         
  Very Truly Yours,


/s/ Foster Pepper LLP
 
  Foster Pepper LLP