Exhibit 5.1
LUSE GORMAN, PC
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
June 22, 2018
Board of Directors
Hanmi Financial Corporation
3660 Wilshire Boulevard, Penthouse Suite A
Los Angeles, California 90010
Re: | Hanmi Financial Corporation |
Registration Statement on Form S-4 |
Ladies and Gentlemen:
We are acting as special counsel to Hanmi Financial Corporation, a Delaware corporation (the Company), in connection with its Registration Statement on Form S-4 (the Registration Statement), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the Act), relating to the proposed offering of up to 2,159,371 shares of common stock, par value $0.001 per share, of the Company (the Shares) in connection with the Companys proposed acquisition of SWNB Bancorp, Inc.
In rendering this opinion, we have reviewed copies of the Registration Statement, the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated Bylaws of the Company, and certain resolutions of the Board of Directors of the Company. We have also reviewed such other documents and made such other investigations as we have deemed appropriate. In our examination of any documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as copies thereof. We have also assumed that all parties other than the Company had the corporate power and authority to enter into and perform all obligations thereunder, and, as to such other parties, we have also assumed the due authorization by all requisite action, the due execution and delivery of such documents and the validity and binding effect and enforceability thereof. As to various questions of fact material to this opinion, we have relied upon the statements contained in the Registration Statement and statements of officers of the Company, and we have made no independent investigation with regard thereto.
Our opinion expressed herein are limited to the Delaware General Corporation Law and we express no opinion with respect to any other laws, or with respect to any matter pertaining to the contents of the Registration Statement. We have not passed upon and do not purport to pass upon the application of securities or Blue Sky laws of any jurisdiction.
Board of Directors
Hanmi Financial Corporation
June 22, 2018
Page 2
Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that the Shares are duly authorized and, when issued as contemplated in the Registration Statement and the Agreement and Plan of Merger, dated as of May 18, 2018, by and between the Company and SWNB Bancorp, Inc., will be validly issued, fully paid and non-assessable.
This opinion has been prepared in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.
We hereby consent to our firm being referenced under the caption Legal Matters and for inclusion of this opinion as an exhibit to the Registration Statement. 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.
Very truly yours, |
/s/ Luse Gorman, PC |
LUSE GORMAN, PC |