EX-5.1 2 d146086dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

STEVENS & LEE

LAWYERS & CONSULTANTS

111 N. Sixth Street

P.O. Box 679

Reading, PA 19603

(610) 478-2000 Fax (610) 376-5610

www.stevenslee.com

February 25, 2016

Univest Corporation of Pennsylvania

14 Main Street

Souderton, PA 18964

Re: Univest Corporation of Pennsylvania; Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to Univest Corporation of Pennsylvania, a Pennsylvania corporation (the “Company”), in connection with the preparation and filing of the above-referenced Registration Statement (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “SEC”). The Registration Statement relates to the proposed offering and sale of up to 7,288,408 shares (the “Shares”) of the Company’s common stock, par value $5.00 per share (the “Common Stock”), in connection with the merger (the “Merger”) of Fox Chase Bancorp, Inc., a Maryland corporation (“Fox Chase”) with and into the Company, pursuant to the Agreement and Plan of Merger, dated December 8, 2015, by and among the Company and Fox Chase (the “Agreement”).

In rendering this opinion, we have (i) examined the Agreement, (ii) examined the Registration Statement and the exhibits thereto, (iii) examined and relied upon original, certified, conformed or other copies of the articles of incorporation and bylaws of the Company, each as restated and/or amended to date, minutes of meetings and resolutions of the board of directors of the Company, and (iv) made such investigation of fact and such examination of law, as all we have deemed necessary and appropriate in order to enable us to render the opinion set forth herein. We have, with your consent, relied upon oral and written representations of officers of the Company and certificates of officers of the Company with respect to the accuracy of the factual matters addressed in the documents and records listed above. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all such latter documents. We have also assumed the accuracy of the factual matters contained in the documents we have examined.

Based on the foregoing, and assuming that the conditions to closing of the Merger are satisfied or waived, it is our opinion that the Shares have been duly authorized by the Company and, when issued by the Company in the manner contemplated by the Registration Statement and in accordance with the Agreement, will be validly issued, fully paid and non-assessable.

 

Philadelphia    ●    Reading    ●    Valley Forge    ●    Allentown    ●    Harrisburg    ●    Lancaster    ●     Scranton

Wilkes-Barre    ●    Princeton    ●     Charleston    ●    New York    ●    Wilmington

A PROFESSIONAL CORPORATION


STEVENS & LEE

LAWYERS & CONSULTANTS

February 25, 2016

Page 2

 

The opinion set forth above is subject to the following qualifications:

 

  (a) In connection with providing this opinion, we express no opinion as to the applicability of, compliance with, or effect of the laws of any states, or as to any matter subject to such laws, other than the laws of the Commonwealth of Pennsylvania.

 

  (b) Our opinion is subject to and limited by (i) all applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally; and (ii) general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity.

 

  (c) Our opinion is limited to the matters expressly set forth herein and no opinion is to be implied or inferred beyond the matters expressly so stated.

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 caption “Legal Matters” in the joint proxy statement/prospectus included in the Registration Statement. This opinion speaks only as of the date hereof and is limited to present statutes, regulations and judicial opinions and to the facts, as they currently exist. In rendering this opinion, we assume no obligation to revise or supplement this opinion should the present laws be changed by legislative or regulatory action, judicial decision or otherwise.

Very truly yours,

STEVENS & LEE, P.C.

/s/ Stevens & Lee, P.C.