Exhibit 5.1

Law Offices

ELIAS, MATZ, TIERNAN & HERRICK L.L.P.

734 15th Street, N.W., 11th Floor

Washington, D.C. 20005

Telephone (202) 347-0300

May 19, 2011

Board of Directors

Emclaire Financial Corp.

612 Main Street

Emlenton, Pennsylvania  16737

Re:  Registration Statement on Form S-3 290,004 Shares of Common Stock

Gentlemen:

We have acted as special counsel to Emclaire Financial Corp. (“Emclaire”) in connection with the preparation and filing 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-3 (the “Registration Statement”) which registers up to 290,004 shares of common stock, par value $1.25 per share, of Emclaire  (the “Shares”), for resale by certain shareholders of Emclaire who acquired the Shares in a private transaction pursuant to an exemption from the registration requirements of the Securities  Act.  As such counsel, we have made such legal and factual examinations and inquiries as we deemed advisable for the purpose of rendering this opinion.

Based upon the foregoing, it is our opinion that the Shares have been legally issued and are fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the prospectus constituting a part thereof.

ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By:	/s/ Kenneth B. Tabach
	Kenneth B. Tabach, a Partner