EX-5 2 cstnsb2ex-5.txt Exhibit 5 Haynsworth Sinkler Boyd, P.A. 1201 Main Street, 22nd Floor (29201-3226) Post Office Box 11889 (29211-1889) Columbia, South Carolina Telephone 803.779.3080 Facsimile 803.765.1243 September 14, 2005 Board of Directors Cornerstone Bancorp 1670 East Main Street Easley, South Carolina 29640 Ladies and Gentlemen: In connection with the registration under the Securities Act of 1933 (the "Act") of 445,000 shares of the common stock (the "Common Stock") of Cornerstone Bancorp, a South Carolina corporation (the "Company"), we have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination it is our opinion that the Common Stock, when issued upon the terms and conditions set forth in the Registration Statement filed by the Company in connection with the registration of the Common Stock, and upon receipt of the consideration therefor, will be legally issued, fully paid and nonassessable. We consent to be named in the Registration Statement as attorneys who will pass upon certain legal matters in connection with the offering described in the Registration Statement, and to the filing of a copy of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, s/Haynsworth Sinkler Boyd, P.A. -------------------------------------- Haynsworth Sinkler Boyd, P.A.