EX-5.1 3 ex5-1.htm EXHIBIT 5.1 ex5-1.htm
 
Exhibit 5.1

Stradley Ronon Stevens & Young, LLP
 
Suite 2600
 
2005 Market Street
 
Philadelphia, PA  19103-7018
 
Telephone  215.564.8000
 
Fax  215.564.8120
 
www.stradley.com
 

May 1, 2012
 
Customers Bancorp, Inc.
1015 Penn Avenue
Suite 103
Wyomissing PA 19610
 
Re:           Registration Statement on Form S-1 of Customers Bancorp, Inc.
 
Ladies and Gentlemen:
 
We have acted as counsel to and for Customers Bancorp, Inc., a Pennsylvania corporation (the “Company”), in connection with the preparation and filing with the United States Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-1 (File No. 333- 180392) under the Securities Act of 1933, as amended, relating to the issuance by the Company of 7,142,858 shares of its voting Common Stock, par value $1.00 per share (“Shares”) to be offered and sold by the Company.  Such registration statement, as amended, and including any registration statement related thereto and filed pursuant to Rule 462(b) under the Act is herein referred to as the “Registration Statement.”
 
We have examined copies of the Registration Statement, including the prospectus (“Prospectus”) constituting a part of the Registration Statement, the Company’s Amended and Restated Articles of Incorporation, incorporated as Exhibit 3.1 to the Registration Statement, the Company’s Amended and Restated Bylaws, incorporated as Exhibit 3.2 to the Registration Statement, and such other records, documents and statutes as we have deemed necessary for purposes of this opinion letter.
 
In rendering this opinion, we have assumed and relied upon, without independent investigation, (i) the authenticity, completeness, truth and due authorization and execution of all documents submitted to us as originals, (ii) the genuineness of all signatures on all documents submitted to us as originals, and (iii) the conformity to the originals of all documents submitted to us as certified, electronic or photostatic copies.
 
The law covered by the opinions expressed herein is limited to the federal statutes, judicial decisions and rules and regulations of the governmental agencies of the United States of America and the statutes, judicial and administrative decisions and rules and regulations of the governmental agencies of the Commonwealth of Pennsylvania.  We are not rendering any opinion as to compliance with any federal or state antifraud law, rule, or regulation relating to securities, or to the sale or issuance thereof, or the application of securities or “blue sky” laws of any jurisdiction (except federal securities laws).
 
 
 
 
 
Philadelphia, PA l Malvern, PA l Harrisburg, PA l Wilmington, DE l Cherry Hill, NJ l Washington, DC
 
A Pennsylvania Limited Liability Partnership
 
 
 
 
 
 
 
 
 
 
 
Customers Bancorp, Inc.
April 30, 2012
Page 2
 
 
This opinion is given only with respect to laws and regulations presently in effect.  We assume no obligation to advise you of any changes in law or regulation which may hereafter occur, whether the same are retroactively or prospectively applied, or to update or supplement this letter in any fashion to reflect any facts or circumstances which hereafter come to our attention.
 
Based upon, and subject to, the foregoing, and subject to the qualifications, assumptions and limitations herein stated, we are of the opinion that when the Shares have been issued and delivered upon payment in full of the consideration therefor, as described in the Registration Statement and the Prospectus, the Shares will be validly issued, fully paid and nonassessable.
 
This opinion is to be used only in connection with the Registration Statement and may not be used, quoted or relied upon for any other purpose without our prior written consent.
 
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and we further consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to any reference to our firm in the Registration Statement as legal counsel who have passed upon the validity of the Shares of the Company proposed to be issued.   In giving such consent, we do not hereby admit that we are “experts” within the meaning of the Securities Act of 1933, as amended, or the Rules and Regulations of the U.S. Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this exhibit.
 
 
 
Very truly yours,
 
/s/ Stradley Ronon Stevens & Young, LLP