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 28, 2004 Wells Financial Corp. 53 First Street, S.W. Wells, Minnesota 56097 RE: Registration Statement on Form S-8: ---------------------------------- Wells Financial Corp. 2003 Stock Option Plan Wells Federal Bank 2003 Stock Bonus Plan Gentlemen: We have acted as special counsel to Wells Financial Corp., a Minnesota corporation (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 170,000 shares of common stock, par value $.10 per share (the "Common Stock") of the Company which may be issued (i) upon the exercise of options for 120,000 shares of Common Stock granted under the Wells Financial Corp. 2003 Stock Option Plan, and (ii) upon the award of 50,000 shares of Common Stock under the Wells Federal Bank 2003 Stock Bonus Plan (collectively, the "Plans"), 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 Plans will be 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