corresp_011916-0489.htm

January 19, 2016

VIA EDGAR

Christian Windsor, Esq.

Special Counsel

Office of Financial Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Orrstown Financial Services, Inc.

Pre-Effective Amendment No. 1 to

Registration Statement on Form S-3 File No. 333-184166

Dear Mr. Windsor:

On behalf of the captioned Registrant, we are filing herewith Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (“Pre-Effective Amendment No. 2”). Pre-Effective Amendment No. 1 reflects the Registrant’s responses to the staff letter of comment, dated January 6, 2016. For ease of reference, each of the comments contained in the staff letter of comment are set forth below followed by the Registrant’s responses thereto.

General

1. We note the statement in the first paragraph of the legality opinion filed as Exhibit 5.1 that the shares of Preferred Stock may be issued in the form of Depositary Shares. Please revise the Fee Table to include the Depositary Shares, and please address the Depositary Shares in the section entitled “Description of Capital Stock.”

References to Depositary Shares have been removed from the Registration Statement and Exhibit 5.1 as the Registrant does not intend to offer or sell Depositary Shares.

Christian Windsor, Esq.

Special Counsel

January 19, 2016

Page

Exhibit 5.1

Please have counsel review the legality opinion filed as Exhibit 5.1 to cover all the securities being registered. For example, counsel must provide an opinion with respect to the Depositary Shares and the Units. Please file a new legality opinion that provides such opinions. For guidance, refer to Section II.B.1 of Staff Legal Bulletin No. 19 (Oct. 14, 2011).

A new legality opinion responsive to this comment has been filed as Exhibit 5.1 to Pre-Effective Amendment No. 1. Please note that we have not marked the changes to the legality opinion filed herewith as we consider it a new legal opinion separate and distinct from the original opinion previously filed as Exhibit 5.1 to the Form S-3. Please also note our response to Comment No. 1, above, regarding Depositary Shares.

We note that counsel has indicated, in paragraphs c. – g. of the opinion, that it is not expressing an opinion regarding the impact of portions of the indenture, or the impact of acceleration of any debt, upon whether the debt is a binding contractual obligation of Orrstown. Please tell us, with specificity, which portions, if any, of the indenture (filed as Exhibit 4.3) give rise to the need to include these limitations on the opinion. Also, please provide an analysis as to how you concluded that the opinion provided was consistent with the requirements of Item 601(b)(5) of Regulation S-K.

A new legality opinion responsive to this comment has been filed as Exhibit 5.1 to Pre-Effective Amendment No. 1. The new opinion is consistent with the requirements of Item 601(b)(5) of Regulation S-K with respect to the Debt Securities constituting legally valid and binding obligations of the Company. Please see paragraph (c) of the legality opinion filed herewith.

We hope that the foregoing is responsive to the staff’s letter of comment. Please contact the undersigned at the above number if you have any questions or additional comments. Thank you.

Sincerely,

/s/ John J. Spidi

John J. Spidi

Enclosures

cc: David Lin, Division of Corporation Finance

Thomas R. Quinn, Jr., President and CEO

David P. Boyle, Executive Vice President and CFO

Joan S. Guilfoyle, Esq.