EX-5 2 d352312dex5.htm EX-5 EX-5

Exhibit 5

LUSE GORMAN, PC

ATTORNEYS AT LAW

5335 Wisconsin Avenue, NW, Suite 780

Washington, D.C. 20015

 

 

Telephone (202) 274-2000

Facsimile (202) 362-2902

www.luselaw.com

July 12, 2023

The Board of Directors

SR Bancorp, Inc.

220 West Union Avenue

Bound Brook, New Jersey 08805

Re:    SR Bancorp, Inc.

Common Stock, Par Value $0.01 Per Share

Ladies and Gentlemen:

You have requested the opinion of this firm as to certain matters in connection with the offer, sale and issuance of shares of common stock, par value $0.01 per share (“Common Stock”), of SR Bancorp, Inc. (the “Company”), as well as the registration of participation interests in the Common Stock (the “Participation Interests”) to be purchased by the Somerset Savings Bank, SLA 401(k) Savings and Investment Plan.

We have reviewed the Company’s Amended and Restated Articles of Incorporation and its Registration Statement on Form S-1 (the “Form S-1”), the Amended and Restated Plan of Conversion of Somerset Savings Bank, SLA (the “Plan”), as well as applicable statutes and regulations governing the Company and the offer and sale of the Common Stock and the registration of the Participation Interests. The opinion expressed below is limited to the laws of the State of Maryland (which includes applicable provisions of Maryland General Corporation Law, the Maryland Constitution and reported judicial decisions interpreting the Maryland General Corporation Law and the Maryland Constitution).

We are of the opinion that upon the declaration of effectiveness of the Form S-1, the Common Stock, when issued and sold, and in the case of Somerset Regal Charitable Foundation, Inc., when contributed, in each case in accordance with the Plan, will be legally issued, fully paid and non-assessable. We are also of the opinion that upon the declaration of effectiveness of the Form S-1, the Participation Interests will be validly offered in the manner described in the Form S-1 and will be binding obligations of the Company.

We hereby consent to our firm being referenced under the caption “Legal Matters” in the prospectus contained in the Form S-1 and to the filing of this opinion as an exhibit to the Form S-1. By giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

 

Very truly yours,
/s/ Luse Gorman, PC
LUSE GORMAN, PC