EX-5.1 5 ex-5_1.txt EXHIBIT 5.1 EHRENREICH EILENBERG & KRAUSE 11 East 44th Street New York, New York 10017 (212) 986-9700 September 18, 2003 Consumers Financial Corporation 132 Spruce Street Cedarhurst, New York 11516 Re: Registration Statement on Form S-8 Relating to 92,000 shares of Common Stock issued to a Consultant Gentlemen: We are special counsel to Consumers Financial Corporation, a Pennsylvania corporation (the "COMPANY"), in connection with the filing by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "SECURITIES ACT"), of a registration statement on Form S-8 (the "REGISTRATION STATEMENT") relating to 92,000 shares of Common Stock issued to a consultant pursuant to the terms and provisions of a certain Consulting Agreement dated as of September 12, 2003, by and between the Company and Pinchas Gold (the "CONSULTANT SHARES"). We have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, resolutions of the Board of Directors of the Company relating to the proposed registration and issuance of the Consultant Shares and such other corporate documents and records and other certificates, and we have made such investigations of law, as we have deemed necessary or appropriate in order to render the opinion hereinafter set forth. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the accuracy and completeness of all public records reviewed. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others. Based upon and subject to the foregoing, we are of the opinion that the Consultant Shares have been validly authorized, and when issued and paid for in the manner contemplated in the Consulting Agreements, will be legally issued, fully paid and non-assessable, provided, however, that the payment therefor is in any event not less than the par value of the Consultant Shares so issued. Members of our firm are admitted to the bar of the State of New York. We express no opinion as to the laws of any other jurisdiction other than the laws of the State of New York. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Registration Statement. Very truly yours, /s/ Ehrenreich Eilenberg & Krause, LLP Ehrenreich Eilenberg & Krause, LLP