EX-5 7 ex5.txt MS&F OPINION MALIZIA SPIDI & FISCH, PC ATTORNEYS AT LAW 1100 NEW YORK AVENUE, N.W. 637 KENNARD ROAD SUITE 340 WEST STATE COLLEGE, PENNSYLVANIA 16801 WASHINGTON, D.C. 20005 (814) 466-6625 (202) 434-4660 FACSIMILE: (814) 466-6703 FACSIMILE: (202) 434-4661 September 17, 2003 Board of Directors Synergy Financial Group, Inc. 310 North Avenue East Cranford, New Jersey 07016 Re: Registration Statement Under the Securities Act of 1933 Gentlemen: This opinion is rendered in connection with the Registration Statement on Form S-1 (the "Form S-1") filed with the Securities and Exchange Commission under the Securities Act of 1933 relating to the offer and sale of up to 9,588,125 shares of common stock (the "Common Stock"), of Synergy Financial Group, Inc. (the "Company"), including shares to be exchanged pursuant in the Plan of Conversion and Reorganization and shares to be issued to certain employee benefit plans of the Company and its subsidiaries. The Common Stock is proposed to be issued pursuant to the Plan of Conversion and Reorganization (the "Plan") of the Company. As special counsel to the Company, we have reviewed the corporate proceedings relating to the Plan and such other legal matters as we have deemed appropriate for the purpose of rendering this opinion. Based on the foregoing, we are of the opinion that the shares of Common Stock of the Company covered by the aforesaid Registration Statement will, when issued in accordance with the terms of the Plan against full payment therefor and upon the declaration of the effectiveness of the Form S-1, be legally issued, fully paid, and non-assessable shares of Common Stock of the Company. We assume no obligation to advise you of any event that may hereafter be brought to our attention that may affect any statement made in the foregoing paragraph after the declaration of effectiveness of the Form S-1. We hereby consent to the use of this opinion and to the reference to our firm appearing in the Company's Prospectus under the heading "Legal and Tax Opinions." We also consent to any references to this legal opinion in the Prospectus. Very truly yours, /s/Malizia Spidi & Fisch, PC ---------------------------------- MALIZIA SPIDI & FISCH, PC