EX-5 7 ex5-1.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 May 20, 2005 Board of Directors TF Financial Corporation 3 Penns Trail Newtown, Pennsylvania 18940 RE: Registration Statement on Form S-8: ---------------------------------- TF Financial Corporation 2005 Stock-Based Incentive Plan Gentlemen: We have acted as special counsel to TF Financial Corporation, a Delaware company (the "Company"), in connection with the preparation of the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Registration Statement") under the Securities Act of 1933, as amended, relating to 240,000 shares of common stock, par value $0.10 per share (the "Common Stock") of the Company which may be issued (i) upon the exercise of options for up to 200,000 shares of Common Stock granted under the TF Financial Corporation 2005 Stock-Based Incentive Plan (the "Plan"), and (ii) upon the award of up to 40,000 stock awards for shares of Common Stock under the Plan, as more fully described in the Registration Statement. You have requested the opinion of this firm with respect to certain legal aspects of the proposed offering. We have examined such documents, records, and matters of law as we have deemed necessary for purposes of this opinion and based thereon, we are of the opinion that the Common Stock when issued pursuant to the stock awards granted under and in accordance with the terms of the Plan will be duly and validly issued, fully paid, and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8. Sincerely, /s/Malizia Spidi & Fisch, PC ------------------------------- Malizia Spidi & Fisch, PC