EX-5 6 ex5.txt OPINION OF MALIZIA SPIDI & FISCH, PC Malizia Spidi & Fisch, PC ATTORNEYS AT LAW 1100 New York Avenue, N.W. 1900 South Atherton Street Suite 340 West Suite 101 Washington, D.C. 20005 State College, PA 16801 (202) 434-4660 (814) 272-3502 Facsimile: (202) 434-4661 Facsimile: (814) 272-3514 June 15, 2005 Board of Directors American Bancorp of New Jersey, Inc. 365 Broad Street Bloomfield, New Jersey 07003 Re: Registration Statement Under the Securities Act of 1933 ------------------------------------------------------- Gentlemen: This opinion is rendered in connection with the Registration Statement on 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 14,169,642 shares of common stock, par value $0.10 per share (the "Common Stock"), of American Bancorp of New Jersey, Inc. (the "Company"). The Common Stock is proposed to be issued pursuant to the Plan of Conversion and Reorganization of American Savings, MHC ("Plan of Conversion and Reorganization"). As special counsel to the Company, we have reviewed the corporate proceedings relating to the Plan of Conversion and Reorganization 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 of Conversion and Reorganization against full payment therefor and upon the declaration of the effectiveness of the Registration Statement on 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 Registration Statement on 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. We also consent to any references to our legal opinion in the Prospectus. Very truly yours, /s/ Malizia Spidi & Fisch, PC MALIZIA SPIDI & FISCH, PC