Exhibit 5.1
May 26, 2020
American River Bankshares
3100 Zinfandel Drive
Suite 450
Rancho Cordova, California 95670
Re: | American River Bankshares 2020 Equity Compensation Plan (the “Plan”) |
Ladies and Gentlemen:
As outside counsel to American River Bankshares (the “Company”), at your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Company with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of up to 250,000 shares of the Company’s common stock, no par value (the “Shares”), that may be issued in the aggregate under the Plan, subject to adjustment as set forth therein.
In rendering this opinion, we have examined and reviewed only such questions of law as we have deemed necessary or appropriate for the purpose of rendering the opinions set forth herein. For the purpose of rendering the opinions set forth herein, we have been furnished with and examined only the following documents:
1. | The Articles of Incorporation, as amended, of the Company. |
2. | The Amended and Restated Bylaws of the Company. |
3. | The Registration Statement. |
4. | Records of proceedings of the Board of Directors and shareholders of the Company pertaining to the Plan. |
5. | The Plan. |
With respect to all of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified or reproduced copies. We also have obtained from the officers of the Company certificates as to such factual matters as we consider necessary for the purpose of this opinion, and insofar as this opinion is based on such matters of fact, we have relied on such certificates.
Based upon the foregoing and such further review of fact and law as we have deemed necessary or appropriate under the circumstances, we are of the opinion that the Shares have been duly authorized and when issued and sold in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
This opinion is issued to you solely for use in connection with the Registration Statement on Form S-8 and is not to be quoted or otherwise referred to in any financial statements of the Company or related document, nor is it to be filed with or furnished to any government agency or other person, without our prior written consent.
This opinion is limited to the current laws of the State of California and the United States of America, to present judicial interpretations thereof and to facts as they presently exist. In rendering this opinion, We have no obligation to revise or supplement it should the current laws of the State of California or the United States of America be changed by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 which is being filed on behalf of the Company in connection with the registration of the aforementioned Shares under the Securities Act of 1933, as amended. In 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 Act or the rules and regulations of the Securities and Exchange Commission.
Very truly yours, | ||
/s/ Manatt, Phelps & Phillips, LLP |