EX-5.0 3 exhibit5.htm EXHIBIT 5.0 Unassociated Document
Exhibit 5.0
[Letterhead of Breyer & Associates PC]





 
July 13, 2009
 


Security Federal Corporation
238 Richland Avenue, West
Aiken, South Carolina  29801

Re:           Security Federal Corporation
                               Registration Statement on Form S-1

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-1 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on July 13, 2009 under the Securities Act of 1933, as amended (the “Securities Act”), by Security Federal Corporation, a South Carolina corporation (the “Company”), of the following securities with an aggregate offering price of up to $15,000,000: (i) 8.0% Convertible Senior Debentures due 2029 of the Company (the “Debt Securities”) and (ii) common stock of the Company, par value $0.01 per share that may be issued upon conversion of the Debt Securities (the “Common Stock”).

The offering of the Debt Securities and the Common Stock (collectively, the “Securities”) will be as set forth in the prospectus contained in the Registration Statement (the “Prospectus”), the Debt Securities will be issued pursuant to an indenture between the Company and Wilmington Trust Company as trustee in the form included as Exhibit 4.4 to the Registration Statement, as such indenture may be supplemented from time to time (the “Indenture”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as to the enforceability of the Debt Securities and the validity of the Common Stock.

We have examined the originals, or copies identified to our satisfaction, of such corporate records of the Company, certificates of public officials, officers of the Company, and other persons, and such other documents, agreements and instruments as we have deemed relevant and necessary for the basis of our opinions hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments, and certificates we have reviewed.
Security Federal Corporation
July 13, 2009
Page 2
Based on and subject to the foregoing, and assuming that: (i) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective and comply with all applicable laws; (ii) the Registration Statement will be effective and will comply with all applicable laws at the time the Securities are offered or issued as contemplated by the Registration Statement; (iii)  all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the prospectus; and (iv) the Common Stock issuable upon conversion of the Debt Securities being offered or issued will be duly authorized, created and reserved for issuance upon such conversion, we are of opinion that:

1. The Debt Securities will constitute legally valid and binding obligations of the Company at such time as: (a) the Indenture, in substantially the form filed as an exhibit to the Registration Statement, has been duly authorized, executed, and delivered by the Company and the trustee named therein; (b) the trustee is qualified to act as trustee under the Indenture, (c) the forms and the terms of the Debt Securities and their issuance and sale have been approved by appropriate action of the Company and the Debt Securities have been duly executed, authenticated and delivered by the Company in accordance with the Indenture; (d) the Indenture has been qualified under the Trust Indenture Act of 1939, as amended; and (e) the Debt Securities have been issued and sold as contemplated by the Registration Statement, the Prospectus and the Indenture or supplemental indenture thereto.

2. The Common Stock that may be issued from time to time upon the conversion of the Debt Securities will be validly issued, fully paid and nonassessable at such time as: (a) the terms of the issuance and sale of the Common Stock have been duly authorized by appropriate action of the Company and (b) the Common Stock has been duly issued and sold as contemplated by the Registration Statement and the Prospectus.
 
The opinions set forth in paragraph (1) above are subject, as to enforcement, to (a) the effect of bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization, fraudulent conveyance or similar laws relating to or affecting the rights of creditors generally; and (b) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the rules governing the availability of specific performance or injunctive relief, whether enforcement is sought in a proceeding in equity or at law.

We express no opinion as to laws other than the laws of the State of Delaware with respect to the opinions set forth in paragraph (1) above and the Business Corporation Act of the State of South Carolina with respect to the opinions set forth in paragraph (2) above, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of South Carolina, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

We hereby consent to the reference to us under the heading Legal Matters in the Prospectus and to the filing of this opinion as Exhibit 5.1 to the Registration Statement. By
Security Federal Corporation
July 13, 2009
Page 3
 
giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder.
 
                                    
 
  Very truly yours,
   
  /s/Breyer & Associates PC
   
  Breyer &Associates PC