ex5-1.htm

Ex. 5.1

Spidi & Fisch, PC

ATTORNEYS AT LAW

1227 25th Street, N.W.

Suite 200 West

Washington, D.C. 20037

(202) 434-4660

Facsimile: (202) 434-4661

May 23, 2014

Board of Directors

Orrstown Financial Services, Inc.

77 East King Street

Shippensburg, Pennsylvania 17257

RE:	Registration Statement on Form S-8
	The Amended and Restated Orrstown Financial Services, Inc. Employee Stock Purchase Plan

Ladies and Gentlemen:

We have acted as special counsel to Orrstown Financial Services, Inc., a Pennsylvania 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 (the “Securities Act”), relating to, among other things, the issuance of up to 167,674.06 shares of the Company’s common stock, no par value per share (the “Common Stock”) pursuant to options that may be granted under The Amended and Restated Orrstown Financial Services, Inc. Employee Stock Purchase Plan (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 rendering this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.

Based on the foregoing and subject to the limitations set forth below, we are of the opinion that the Common Stock, when issued in accordance with the terms of the Plan, will be validly issued, fully paid, and nonassessable.

The foregoing opinion is limited to the Federal laws of the United States and the Pennsylvania Business Corporation Law and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

		Sincerely,


		/s/ Spidi & Fisch, PC

		Spidi & Fisch, PC