EX-5 2 ex5.txt EX-5 Exhibit 5 Cranmore, FitzGerald &Meaney 49 Wethersfield Avenue Hartford, Connecticut 06114 July 22, 2009 Board of Directors Salisbury Bancorp, Inc. 5 Bissell Street Lakeville, Connecticut 06039 Re: Registration Statement on Form S-3 Relating to Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Warrant to Purchase Shares of Common Stock and Shares of Common Stock Ladies and Gentlemen: As counsel for Salisbury Bancorp, Inc. (the "Corporation"), we are furnishing you with this opinion in connection with the sale by selling shareholder of 8,816 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $.01 per share, the Warrant to Purchase 57,671 Shares of Common Stock, par value $.10 per share, and 57,671 Shares of Common Stock, par value $.10 per share, of the Corporation (together, the "Shares") to which the above-referenced Registration Statement relates. As counsel to the Corporation, we have examined the Registration Statement and such other documents as we have deemed necessary or appropriate in order to express the opinion set forth below. In connection with our opinion hereinafter given, we have examined and relied upon originals, or copies, certified or otherwise, identified to our satisfaction, of such agreements, documents, certificates and other statements of government officials, corporate officers and representatives, and such other documents as we have deemed relevant and necessary as a basis for such opinion. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity with the original documents of documents submitted to us as copies. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and are, or when issued will be, legally issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ Cranmore, FitzGerald & Meaney