EX-5.1 2 a17-24490_1ex5d1.htm EX-5.1

Exhibit 5.1

 

 

October 31, 2017

 

Brookline Bancorp, Inc.

131 Clarendon Street

Boston, MA  02116

 

Re:                             Securities Registered under Registration Statement on Form S-4

 

Ladies and Gentlemen:

 

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-4 (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by Brookline Bancorp, Inc., a Delaware corporation (the “Company”), of up to 4,686,694 shares (the “Shares”) of the Company’s Common Stock, $0.01 par value per share, which may be issued to the stockholders of First Commons Bank, N.A. (“First Commons Bank”) in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of September 20, 2017, by and among the Company, Brookline Bank and First Commons Bank (the “Merger Agreement”).

 

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

 

The opinion set forth below is limited to the Delaware General Corporation Law.

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery in exchange for the outstanding shares of capital stock of First Commons Bank in accordance with the terms of the Merger Agreement, will be validly issued, fully paid and non-assessable.

 

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

 

Very truly yours,

 

 

 

/s/ Goodwin Procter LLP

 

 

 

GOODWIN PROCTER LLP