S-4/A

As filed with the Securities and Exchange Commission on February 23, 2011

Registration No. 333 -172203

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

PRE-EFFECTIVE AMENDMENT NO. 1 TO

Form S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

____________________

NORWOOD FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Pennsylvania (State or other jurisdiction of incorporation or organization) 6022 (Primary Standard Industrial Classification Code Number) 23-2828306 (I.R.S. Employer Identification Number)

717 Main Street

Honesdale, Pennsylvania  18431

(570) 253-1455

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Lewis J. Critelli, President

717 Main Street

Honesdale, Pennsylvania  18431

(570) 253-1455

 (Name, address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

James C. Stewart, Esq. Malizia Spidi & Fisch, PC 1227 25th Street, N. W. Suite 200 Washington, D.C.  20037 (202) 434-4671 Facsimile: (202) 434-4661 Aaron Kaslow, Esq. Kilpatrick Townsend & Stockton LLP 607 14th Street, N. W. Washington, D.C.  20005 (202) 508-5825 Facsimile:  (202) 204-5600

____________________

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement and the conditions to the consummation of the merger described herein have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filero	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Officers and Directors

The Registrant has authority under the Pennsylvania Business Corporation Law to indemnify its directors and officers to the extent provided in such statute.  The Registrant's Articles of Incorporation provide that the Registrant shall indemnify its executive officers and directors to the fullest extent permitted by law either now or hereafter.  In general, Pennsylvania law permits a Pennsylvania corporation to indemnify its directors, officers, employees and agents, and persons serving at the corporation's request in such capacities for another enterprise against liabilities arising from conduct that such persons reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.

The provisions of the Pennsylvania Business Corporation Law that authorize indemnification do not eliminate the duty of care of a director and, in appropriate circumstances, equitable remedies such as injunctive or other forms of nonmonetary relief will remain available under Pennsylvania law.  In addition, each director will continue to be subject to liability for (a) violations of the criminal law, unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful, (b) deriving an improper personal benefit from a transaction, (c) voting for or assenting to an unlawful distribution, and (d) willful misconduct or a conscious disregard for the best interests of the Registrant in a proceeding by or in the right of the Registrant to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.  The statute does not affect a director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

At present, there is no pending litigation or proceeding involving a director or officer of the Registrant as to which indemnification is being sought from the Registrant, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification from the Registrant by any officer or director.

Further, the Registrant may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Registrant or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Registrant would have the power to indemnify him against such liability under the provisions of the Articles.

II-1

Item 21. Exhibits

The following exhibits are filed with or incorporated by reference into this registration statement:

No.	Description
2.1	Agreement and Plan of Merger, dated December 14, 2010, by and among Norwood Financial Corp., Wayne Bank, North Penn Bancorp, Inc. and North Penn Bank. (1)
3(i)	Articles of Incorporation of Norwood Financial Corp.(2)
3(ii)	Bylaws of Norwood Financial Corp. (3)
4.0	Specimen Stock Certificate of Norwood Financial Corp. (2)
5.1	Opinion of Malizia Spidi & Fisch, PC as to legality*
8.1	Opinion of Malizia Spidi & Fisch, PC as to tax consequences
8.2	Opinion of Kilpatrick Townsend & Stockton LLP as to tax consequences
10.1	Employment Agreement with Lewis J. Critelli (3)
10.2	Change in Control Severance Agreement with William S. Lance (3)
10.3	Norwood Financial Corp. Stock Option Plan (5)
10.4	Salary Continuation Agreement between the Bank and William W. Davis, Jr. (4)
10.5	Salary Continuation Agreement between the Bank and Lewis J. Critelli (4)
10.6	Salary Continuation Agreement between the Bank and Edward C. Kasper (4)
10.7	1999 Directors Stock Compensation Plan (4)
10.8	Salary Continuation Agreement between the Bank and Joseph A. Kneller (6)
10.9	Salary Continuation Agreement between the Bank and John H. Sanders (6)
10.10	2006 Stock Option Plan (7)
10.11	First and Second Amendments to Salary Continuation Agreement with William W. Davis, Jr. (8)
10.12	First and Second Amendments to Salary Continuation Agreement with Lewis J. Critelli (8)
10.13	First and Second Amendments to Salary Continuation Agreement with Edward C. Kasper (8)
10.14	First and Second Amendments to Salary Continuation Agreement with Joseph A. Kneller (8)
10.15	First and Second Amendments to Salary Continuation Agreement with John H. Sanders (8)
16.1	Letter re Change in Certifying Accountant of Norwood (9)
16.2	Letter re Change in Certifying Accountant of North Penn (10)
21	Subsidiaries of Norwood Financial Corp. (See “Business of Norwood – Subsidiary Activities” in the proxy statement/prospectus)*
23.1	Consent of S.R. Snodgrass, A.C, independent registered public accounting firm*
23.2	Consent of ParenteBeard, LLC, independent registered public accounting firm*
23.3	Consent of J.H. Williams & Co., LLP*
23.4	Consent of McGrail Merkel Quinn & Associates*
23.5	Consent of Malizia Spidi & Fisch, PC (contained in their opinions filed as Exhibits 5.1 and 8.1)
23.6	Consent of Kilpatrick Townsend & Stockton LLP (contained in their opinion filed as Exhibit 8.2)
23.7	Consent of The Kafafian Group*
24.1	Power of Attorney (contained in the signature page of the registration statement)*
99.1	Consent of Kevin Lamont*
99.2	Form of Proxy Card*

(1)	Included as Annex A to this proxy statement/prospectus (the schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K).
(2)	Incorporated herein by reference into this document from the Exhibits to Form 10, Registration Statement initially filed with the Commission on April 29, 1996, Registration No. 0-28364.
(3)	Incorporated by reference into this document from the identically numbered exhibits to the Registrant’s Form 10-K filed with the Commission on March 15, 2010.

II-2

(4)	Incorporated herein by reference into this document from the Exhibits to the Registrant’s Form 10-K filed with the Commission on March 23, 2000, File No. 0-28364.
(5)	Incorporated by reference into this document from the Exhibits to Form S-8 filed with the Commission on August 14, 1998, File No. 333-61487.
(6)	Incorporated by reference into this document from the identically numbered exhibits to the Registrant’s Form 10-K filed with the Commission on March 22, 2004, File No. 0-28364.
(7)	Incorporated by reference to this document from Exhibit 4.1 to Registrant’s Registration Statement on Form S-8 (File No. 333-134831) filed with the Commission on June 8, 2006.
(8)	Incorporated herein by reference from the Exhibits to the Registrant’s Current Report on Form 8-K filed April 4, 2006.
(9)	Incorporated by reference into this document from the identically numbered exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on August 14, 2009.
(10)	Incorporated by reference into this document from the exhibit to North Penn’s Current Report on Form 8-K filed with the Commission on August 19, 2009.
*	Previously filed.

Item 22.   Undertakings

(a)           The undersigned Registrant hereby undertakes:

(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)           To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)           To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)           To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)           That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)(1)      The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for

II-3

by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2)           The registrant undertakes that every prospectus: (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering ther eof.

(c)           Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection wi th the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(d)           The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means.  This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e)           The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Honesdale, Commonwealth of Pennsylvania, on the 23rd day of February, 2011.

NORWOOD FINANCIAL CORP.
By:	/s/ Lewis J. Critelli
	Lewis J. Critelli President and Chief Executive Officer (Duly Authorized Representative)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on February 23, 2011 in the capacities indicated.

/s/ Lewis J. Critelli	/s/ William W. Davis, Jr.*
Lewis J. Critelli President, Chief Executive Officer and  Director (Principal Executive Officer )	William W. Davis, Jr. Director
/s/ Dr. Andrew A. Forte*	/s/ Susan Gumble-Cottell*
Dr. Andrew A. Forte Director	Susan Gumble-Cottell Director
/s/ Daniel J. O’Neill*	/s/ John E. Marshall*
Daniel J. O’Neill Director	John E. Marshall Director
/s/ Ralph A. Matergia*	/s/ Dr. Kenneth A. Phillips*
Ralph A. Matergia Director	Dr. Kenneth A. Phillips Director
/s/ William S. Lance*	/s/ Richard L. Snyder*
William S. Lance Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	Richard L. Snyder Director

*By: Lewis J. Critelli

         Lewis J. Critelli

         Attorney-in-fact

II-5

EXHIBIT INDEX

No.	Description
2.1	Agreement and Plan of Merger, dated December 14, 2010, by and among Norwood Financial Corp., Wayne Bank, North Penn Bancorp, Inc. and North Penn Bank. (1)
3(i)	Articles of Incorporation of Norwood Financial Corp.(2)
3(ii)	Bylaws of Norwood Financial Corp. (3)
4.0	Specimen Stock Certificate of Norwood Financial Corp. (2)
5.1	Opinion of Malizia Spidi & Fisch, PC as to legality*
8.1	Opinion of Malizia Spidi & Fisch, PC as to tax consequences
8.2	Opinion of Kilpatrick Townsend & Stockton LLP as to tax consequences
10.1	Employment Agreement with Lewis J. Critelli (3)
10.2	Change in Control Severance Agreement with William S. Lance (3)
10.3	Norwood Financial Corp. Stock Option Plan (5)
10.4	Salary Continuation Agreement between the Bank and William W. Davis, Jr. (4)
10.5	Salary Continuation Agreement between the Bank and Lewis J. Critelli (4)
10.6	Salary Continuation Agreement between the Bank and Edward C. Kasper (4)
10.7	1999 Directors Stock Compensation Plan (4)
10.8	Salary Continuation Agreement between the Bank and Joseph A. Kneller (6)
10.9	Salary Continuation Agreement between the Bank and John H. Sanders (6)
10.10	2006 Stock Option Plan (7)
10.11	First and Second Amendments to Salary Continuation Agreement with William W. Davis, Jr. (8)
10.12	First and Second Amendments to Salary Continuation Agreement with Lewis J. Critelli (8)
10.13	First and Second Amendments to Salary Continuation Agreement with Edward C. Kasper (8)
10.14	First and Second Amendments to Salary Continuation Agreement with Joseph A. Kneller (8)
10.15	First and Second Amendments to Salary Continuation Agreement with John H. Sanders (8)
16.1	Letter re Change in Certifying Accountant of Norwood (9)
16.2	Letter re Change in Certifying Accountant of North Penn (10)
21	Subsidiaries of Norwood Financial Corp. (See “Business of Norwood – Subsidiary Activities” in the proxy statement/prospectus)*
23.1	Consent of S.R. Snodgrass, A.C, independent registered public accounting firm*
23.2	Consent of ParenteBeard, LLC, independent registered public accounting firm*
23.3	Consent of J.H. Williams & Co., LLP*
23.4	Consent of McGrail Merkel Quinn & Associates*
23.5	Consent of Malizia Spidi & Fisch, PC (contained in their opinions filed as Exhibits 5.1 and 8.1)
23.6	Consent of Kilpatrick Townsend & Stockton LLP (contained in their opinion filed as Exhibit 8.2)
23.7	Consent of The Kafafian Group*
24.1	Power of Attorney (contained in the signature page of the registration statement)*
99.1	Consent of Kevin Lamont*
99.2	Form of Proxy Card*

II-6

(1)	Included as Annex A to this proxy statement/prospectus (the schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K).
(2)	Incorporated herein by reference into this document from the Exhibits to Form 10, Registration Statement initially filed with the Commission on April 29, 1996, Registration No. 0-28364.
(3)	Incorporated by reference into this document from the identically numbered exhibits to the Registrant’s Form 10-K filed with the Commission on March 15, 2010.
(4)	Incorporated herein by reference into this document from the Exhibits to the Registrant’s Form 10-K filed with the Commission on March 23, 2000, File No. 0-28364.
(5)	Incorporated by reference into this document from the Exhibits to Form S-8 filed with the Commission on August 14, 1998, File No. 333-61487.
(6)	Incorporated by reference into this document from the identically numbered exhibits to the Registrant’s Form 10-K filed with the Commission on March 22, 2004, File No. 0-28364.
(7)	Incorporated by reference to this document from Exhibit 4.1 to Registrant’s Registration Statement on Form S-8 (File No. 333-134831) filed with the Commission on June 8, 2006.
(8)	Incorporated herein by reference from the Exhibits to the Registrant’s Current Report on Form 8-K filed April 4, 2006.
(9)	Incorporated by reference into this document from the identically numbered exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on August 14, 2009.
(10)	Incorporated by reference into this document from the exhibit to North Penn’s Current Report on Form 8-K filed with the Commission on August 19, 2009.
*	Previously filed.

II-7

EX-8.1

Malizia Spidi & Fisch, PC ATTORNEYS AT LAW
	1227 25th Street, N.W. Suite 200 West Washington, D.C.  20037 (202) 434-4660 Facsimile: (202) 434-4661

February 23, 2011

The Board of Directors

Norwood Financial Corp.

717 Main Street

Honesdale, PA  18431

Dear Board Members:

We have acted as special counsel to Norwood Financial Corp., a Pennsylvania corporation (“Norwood”) and Wayne Bank (the “Bank”), in connection with the planned merger (the “Merger”) of North Penn Bancorp, Inc., a Pennsylvania corporation (“North Penn”), with and into Norwood pursuant to the Agreement and Plan of Merger (the “Agreement”) by and between Norwood, the Bank, North Penn, and North Penn Bank, dated as of December 14, 2010,as described in the proxy statement and other proxy solicitation materials of North Penn, and the prospectus of Norwood constituting a part thereof (the “Proxy Statement-Prospectus”), which is part of the registration statement on Form S-4 filed by Norwood on or ab out the date hereof (the “Registration Statement”) in connection with the Merger.  We issue this opinion pursuant to the requirements of the Form S-4.

In connection with the opinions expressed below, we have examined and relied upon originals, or copies certified or otherwise identified to our satisfaction, and of such corporate records of Norwood and the Bank as we have deemed appropriate.  We have also relied, without independent verification, upon certain representations of Norwood and North Penn.  We have assumed that such representations are true and that Norwood, the Bank, North Penn and North Penn Bank will act in accordance with the descriptions set forth in the Registration Statement.  In addition, we have made such investigations of law as we have deemed appropriate to form a basis for the opinions expressed below.

In rendering this opinion, we have considered the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, interpretive rulings of the Internal Revenue Service (the “IRS”), pertinent judicial authorities and such other authorities as we have considered relevant as of the date hereof (hereinafter, collectively referred to as “Current Law”).

We have made no independent investigation as to the accuracy or completeness of any representation, warranty, data or other factual information, written or oral, set forth herein, made or furnished in connection with the Agreement or the transactions contemplated thereby or in any of the other documents referred to therein. Attorneys at our firm are licensed to practice law in the District of Columbia.  The opinions expressed herein are limited to the federal income tax laws and regulations applicable to the Merger and we do not opine on any other federal law or

MALIZIA SPIDI & FISCH, PC

The Board of Directors

Norwood Financial Corp.

February 23, 2011

the laws of any other applicable jurisdiction.  We have acted as special counsel solely in connection with the application of federal income tax laws and regulations laws applicable to the Merger and the Agreement and, consequently, there may exist matters of a legal nature concerning Norwood and the Bank in connection with which we have not been consulted and have not represented Norwood and the Bank.  Our opinions below are limited to the matters expressly set forth in this opinion letter, and no opinion is to be implied or inferred beyond the matters stated.

Based upon and subject to the foregoing, we are of the opinion that under Current Law (1) the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; (2) Norwood and North Penn will each be a party to the “reorganization” within the meaning of Section 368(b) of the Code and (3) the statements set forth in the discussion contained in the Registration Statement under the caption  “Tax Consequences of the Merger” are accurate in all material respects.

This opinion is based on Current Law.  It is possible that Congress could enact new law, or that Department of the Treasury or the IRS could issue authorities, after the date hereof which would be inconsistent with the opinion expressed herein.  It is possible that courts of competent jurisdiction could issue decisions after the date hereof which would be inconsistent with the opinion expressed herein.  Any changes in law could have retroactive effect.

This opinion is given solely for the benefit of the parties to the Agreement and may not be relied upon by any other party or entity or referred to in any document without our express written consent.  This opinion is given as of the date hereof, is expressly limited to the facts existing as of such date, and we assume no obligation to advise you of changes that may hereafter be brought to our attention.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any reference to us under the heading “The Merger – Tax Consequences of the Merger” in the Proxy Statement-Prospectus.  In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Malizia Spidi & Fisch, PC

MALIZIA SPIDI & FISCH, PC

EX-8.2

[Kilpatrick Townsend & Stockton LLP Letterhead]

February 22, 2011

North Penn Bancorp, Inc.

216 Adams Avenue

Scranton, Pennsylvania 18503

Ladies and Gentlemen:

We have acted as counsel to North Penn Bancorp, Inc., a Pennsylvania corporation (“North Penn”), in connection with the planned merger of North Penn with and into Norwood Financial Corp., a Pennsylvania corporation (“Norwood Financial”) (the “Merger”) pursuant to the Agreement and Plan of Merger (the “Agreement”), dated as of December 14, 2010, by and among Norwood Financial, Wayne Bank, North Penn and North Penn Bank, as described in the proxy statement and other proxy solicitation materials of North Penn, and the prospectus of Norwood Financial constituting a part thereof (the “Proxy Statement-Prospectus”), which is part of the registration statement on Form S-4 filed by Norwood Financial on or about the date hereof (the & #8220;Registration Statement”) in connection with the Merger.

We hereby confirm to you that, in our opinion, insofar as they purport to describe provisions of United States federal income tax law applicable to holders of North Penn common stock that exchange their North Penn common stock for cash and Norwood Financial common stock, solely for Norwood Financial common stock, or solely for cash, in each case pursuant to the Agreement, the statements set forth under the heading “The Merger – Material United States Federal Income Tax Consequences of the Merger” in the Proxy Statement-Prospectus included in the Registration Statement, subject to the limitations and qualifications set forth therein, represent our opinion as to the matters therein discussed.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any reference to us under the heading “The Merger – Material United States Federal Income Tax Consequences of the Merger” in the Proxy Statement-Prospectus.  In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Kilpatrick Townsend & Stockton LLP

Kilpatrick Townsend & Stockton LLP