Exhibit 5.0
LAW OFFICES
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12TH FLOOR
734 15TH STREET, N.W.
WASHINGTON, D.C. 20005
TELEPHONE: (202) 347-0300
FACSIMILE: (202) 347-2172
WWW.EMTH.COM
August 4, 2006
Board of Directors
Southern National Bancorp of Virginia, Inc.
1770 Timberwood Boulevard, Suite 100
Charlottesville, Virginia 22911
| Re: | Registration Statement on Form S-1 |
Ms. Derrico and Gentlemen:
We have acted as counsel to Southern National Bancorp of Virginia, Inc., a Virginia corporation (the Company), in connection with the preparation and filing with the Securities and Exchange Commission (the Commission) of the Companys Registration Statement on Form S-1 (the Registration Statement) under the Securities Act of 1933, as amended (the Act), regarding the issuance by the Company of up to 2,000,000 shares of the Companys common stock, par value $0.01 per share (the Shares).
In this capacity, we have examined the Registration Statement, the Companys Articles of Incorporation, as amended, its amended and restated Bylaws, resolutions of the Board of Directors and the originals, or duplicates or conformed copies, certified to our satisfaction, of such corporate records, agreements, documents and other instruments of the Company relating to the authorization and issuance of the Shares, and such other matters as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to certain factual matters, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.
The opinions set forth herein are limited to the laws of the Commonwealth of Virginia and applicable federal laws and regulations.
Southern National Bancorp of Virginia, Inc.
August 4, 2006
Page 2
Based upon the foregoing, and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that upon the issuance and sale of the Shares in the manner, and upon receipt of the consideration described, in the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption Legal Matters in the Registration Statement. In giving such consent, we do not admit thereby that we are acting within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Commission thereunder. This opinion is rendered as of the date first written above, and we disclaim any obligation to advise you of facts, circumstances, events or developments, which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Shares.
| Very truly yours, | ||
| ELIAS, MATZ, TIERNAN & HERRICK L.L.P. | ||
| By: |
/s/ Timothy B. Matz, | |
| Timothy B. Matz, Partner | ||