Registration No. 333-184924
 
As filed with the Securities and Exchange Commission on May 20, 2013

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8
TO REGISTRATION STATEMENT ON FORM S-4
UNDER THE SECURITIES ACT OF 1933

Old Line Bancshares, Inc.
(Exact name of registrant as specified in its charter)

Maryland
20-0154352
(State of Incorporation)
 (IRS Employer Identification No.)

1525 Pointer Ridge Place
Bowie, MD 20716
(Address of Principal Executive Offices and Zip Code)

WSB Holdings, Inc. 1997 Omnibus Stock Plan, as amended
(Full title of the plan)

 
Copies to:
James W. Cornelsen, President and
Frank C. Bonaventure, Jr., Esq.
  Chief Executive Officer
Ober, Kaler, Grimes & Shriver
Old Line Bancshares, Inc.
100 Light Street
1525 Pointer Ridge Place
Baltimore, Maryland 21202
Bowie, MD 20716
(410) 347-7305
(301) 430-2500
 
(Name, Address and Telephone Number of Agent for Service)
 

CALCULATION OF REGISTRATION FEE

 
Title of securities to be registered
 
 
Amount to be registered (1)
Proposed maximum offering price per share (2)
Proposed maximum aggregate offering price (2)
 
 
Amount of registration fee (2)
Common Stock, $0.01 par value
 
2,785 shares
 
N/A
 
N/A
 
N/A
(1)             Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall also be deemed to cover any additional securities to be offered or issued in connection with the provisions of the above-referenced plan, which provides for adjustments in the amount of securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)             This Post-Effective Amendment No. 1 covers securities that were originally registered on Old Line Bancshares, Inc.’s Registration Statement on Form S-4 (Registration No. 333-184924), as amended. All filing fees payable in connection with the issuance of these securities were previously paid in connection with the filing of the Registration Statement on Form S-4, to which this Post-Effective Amendment No. 1 relates.


This Registration Statement shall become effective upon filing in accordance with Section 8(a) of the Securities Act of 1933, as amended.
 
 
 
 
 
 
 
 
 
Explanatory Note

Old Line Bancshares, Inc., a Maryland corporation (“Old Line” or the “Registrant”), hereby amends its Registration Statement on Form S-4, Registration No. 333-184924 (the “Form S-4”), by filing this Post-Effective Amendment No. 1 on Form S-8 (the “Post-Effective Amendment No. 1”).  The Form S-4, as amended by this Post-Effective Amendment No. 1, is referred to as the “Registration Statement.”  Old Line filed the Form S-4 in connection with the merger (the “Merger”) of WSB Holdings, Inc. with and into the Registrant on May 3, 2013.  This Post-Effective Amendment No. 1 covers shares of the Registrant’s common stock originally registered on its Form S-4 that may be issued pursuant to WSB Holdings, Inc. 1997 Omnibus Stock Plan following the Merger (the “Plan”).

Part I

Information Required in the Section 10(a) Prospectus

The documents containing the information specified in Part I of Form S-8 (plan information and registrant information) will be sent or given to participants in the Plan as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933.

Such documents are not being filed with the Securities and Exchange Commission (the “Commission”), but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Part II

Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

The following documents filed or to be filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

(a)           The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the Commission on March 29, 2013.

(b)           The Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2013, filed with the Commission on May 10, 2013.

(c)            The Registrant’s Current Reports on Form 8-K filed with the Commission on February 6, 2013, March 6, 2013, March 8, 2013, April 16, April 24, April 29, May 13, 2013 and May 17, 2013.

(d)           The description of the Registrant’s common stock contained in its Registration Statement on Form 10-SB originally filed on July 16, 2003 and amended on August 25, 2003 and September 11, 2003.

All documents filed by the Registrant pursuant to Sections 13(a) and (c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of each such document.  Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Item 4.  Description of Securities

Not applicable.

Item 5.  Interests of Named Experts and Counsel

None.

Item 6.  Indemnification of Directors and Officers

Section 2-418 of the Maryland General Corporation Law establishes provisions that a corporation may (and, unless otherwise provided in the corporation’s charter, if the party to be indemnified is successful on the merits or otherwise, must) indemnify any director or officer made party to any threatened, pending or completed civil, criminal, administrative or investigative action, suit or proceeding by reason of service in the capacity of a director or officer, against judgments, penalties, fines, settlements and reasonable expenses incurred in connection with such proceeding, unless it is proved that (a) the act or omission for which the director or officer seeks indemnification was material to the matter giving rise to the action, suit or proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of a criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.  If the proceeding is a derivative suit in favor of the corporation, indemnification may not be made in any proceeding in which the director or officer is adjudged to be liable to the corporation.  The statute also provides for indemnification of directors and officers by court order.

The Registrant’s Articles of Amendment and Restatement (the “Charter”) provide for indemnification and the advancement of expenses for any person who is serving or has served as a director or officer of the Registrant to the fullest extent permitted under the Maryland General Corporation Law.

The rights of indemnification provided in the Registrant’s Charter are not exclusive of any other rights which may be available under any insurance or other agreement, by resolution of stockholders or disinterested directors or otherwise.

The Registrant maintains officers’ and directors’ liability insurance in the amount of $10.0 million.

Item 7.  Exemption From Registration Claimed

Not applicable.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Item 8.  List of Exhibits

The following exhibits are filed with or incorporated by reference in this Registration Statement (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):

 
4.1
WSB Holdings, Inc. 1997 Omnibus Stock Plan (incorporated by reference to WSB Holdings, Inc. Registration Statement on Form S-1, File No. 333-146877, filed October 23, 2007).

 
4.2
Amendment No. 1 to WSB Holdings, Inc. 1997 Omnibus Stock Plan (incorporated by reference to WSB Holdings, Inc. Registration Statement on Form S-8, File No. 333-148753, filed January 18, 2008).


 
4.4
Articles of Amendment and Restatement of Old Line Bancshares, Inc. (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form 10-SB, as amended, under the Securities Exchange Act of 1934, as amended).

 
4.5
Articles of Amendment of Old Line Bancshares, Inc. (incorporated herein by reference to Exhibit 3.1.1 of the Registrant’s Quarterly Report on Form 10-QSB filed November 9, 2006).

 
4.6
Articles of Amendment of Old Line Bancshares, Inc. (incorporated herein by reference to Exhibit 3.1.2 of the Registrant’s Quarterly Report on Form 10-QSB filed November 9, 2006).

 
4.7
Amended and Restated Bylaws of Old Line Bancshares, Inc. (incorporated herein by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form 10-SB, as amended, under the Securities Exchange Act of 1934, as amended).

 
4.8
Amendment to the Amended and Restated Bylaws of Old Line Bancshares, Inc. (incorporated herein by reference to Exhibit 3.2.1 of the Registrant’s Current Report on Form 8-K filed March 24, 2011).

 
4.9
Second Amendment to the Amended and Restated Bylaws of Old Line Bancshares, Inc. (incorporated herein by reference to Exhibit 3.2.2 of the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2012, filed on August 10, 2012).


 
23.1
Consent of Ober, Kaler, Grimes & Shriver, a Professional Corporation (contained in the opinion included as Exhibit 5).


 
24.1 
Power of Attorney (previously filed).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
Item 9.  Undertakings

The undersigned Registrant hereby undertakes:

1.           To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

2.           That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
 
3.           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

4.           That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

5.           Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Bowie, State of Maryland, on May 20, 2013.


 
OLD LINE BANCSHARES, INC.
   
   
 
By: /s/ James W. Cornelsen
 
James W. Cornelsen
 
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Name
Title
Date
     
/s/James W. Cornelsen
Director, President and
 
James W. Cornelsen
Chief Executive Officer
May 20, 2013
 
(Principal Executive Officer)
 
     
/s/Mark A. Semanie
Chief Operating Officer, Acting
 
Mark A. Semanie
Chief Financial Officer
 
 
(Principal Accounting and
 
 
Financial Officer)
May 20, 2013
     
               *                
Director and
 
Craig E. Clark
Chairman of the Board
May 20, 2013
     
     
               *                
Director
May 20, 2013
G. Thomas Daugherty
   
     
     
               *                
Director
May 20, 2013
Daniel W. Deming
   
     
     
               *                
Director
May 20, 2013
James F. Dent
   
     
     
               *                
Director
May 20, 2013
Andre' J. Gingles
   
     
     
                                
Director
 
William J. Harnett
   
     
     
                                
Director
 
Carla Hargrove McGill
   
 

 
 
 
 
 
 
               *                
Director
May 20, 2013
Frank Lucente, Jr.
   
     
     
               *                
Director
May 20, 2013
Gail D. Manuel
   
     
     
               *                
Director
May 20, 2013
John D. Mitchell
   
     
     
               *                
Director
May 20, 2013
Gregory S. Proctor, Jr.
   
     
     
               *                
Director
May 20, 2013
Jeffrey A. Rivest
   
     
     
                                
Director
 
Suhas R. Shah
   
     
     
                                
Director
 
Michael J. Sullivan
   
     
     
               *                
Director
May 20, 2013
John M. Suit, II
   
     
     
               *                
Director
May 20, 2013
Frank E. Taylor
   
     
     
     
* As Attorney-in-fact
   
     
By: /s/ James W. Cornelsen
   
       James W. Cornelsen
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
EXHIBIT INDEX

 
4.1
WSB Holdings, Inc. 1997 Omnibus Stock Plan (incorporated by reference to WSB Holdings, Inc. Registration Statement on Form S-1, File No. 333-146877, filed October 23, 2007).

 
4.2
Amendment No. 1 to WSB Holdings, Inc. 1997 Omnibus Stock Plan (incorporated by reference to WSB Holdings, Inc. Registration Statement on Form S-8, File No. 333-148753, filed January 18, 2008).


 
4.4
Articles of Amendment and Restatement of Old Line Bancshares, Inc. (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form 10-SB, as amended, under the Securities Exchange Act of 1934, as amended).

 
4.5
Articles of Amendment of Old Line Bancshares, Inc. (incorporated herein by reference to Exhibit 3.1.1 of the Registrant’s Quarterly Report on Form 10-QSB filed November 9, 2006).

 
4.6
Articles of Amendment of Old Line Bancshares, Inc. (incorporated herein by reference to Exhibit 3.1.2 of the Registrant’s Quarterly Report on Form 10-QSB filed November 9, 2006).

 
4.7
Amended and Restated Bylaws of Old Line Bancshares, Inc. (incorporated herein by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form 10-SB, as amended, under the Securities Exchange Act of 1934, as amended).

 
4.8
Amendment to the Amended and Restated Bylaws of Old Line Bancshares, Inc. (incorporated herein by reference to Exhibit 3.2.1 of the Registrant’s Current Report on Form 8-K filed March 24, 2011).

 
4.9
Second Amendment to the Amended and Restated Bylaws of Old Line Bancshares, Inc. (incorporated herein by reference to Exhibit 3.2.2 of the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2012, filed on August 10, 2012).

 
4.9
Second Amendment to the Amended and Restated Bylaws of Old Line Bancshares, Inc. (incorporated herein by reference to Exhibit 3.2.2 of the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2012, filed on August 10, 2012).


 
23.1
Consent of Ober, Kaler, Grimes & Shriver, a Professional Corporation (contained in the opinion included as Exhibit 5).


 
24.1 
Power of Attorney (previously filed).


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 4.3

 
OLD LINE BANCSHARES, INC.

INCORPORATED UNDER THE LAWS OF
THE STATE OF MARYLAND

PAR VALUE: $0.01 PER SHARE
 
NUMBER SHARES
   
                                               
 
CUSIP 67984M 10 0

THIS CERTIFIES THAT                  IS THE OWNER OF             FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF OLD LINE BANCSHARES, INC. a Maryland corporation, transferable by the holder hereof on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.  This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.

The Articles of Incorporation as from time to time amended, the Bylaws of the Corporation as from time to time amended and the laws of Maryland, as from time to time amended, are by reference incorporated herein and the holder hereof by accepting this Certificate consents to the provisions thereof and agrees to be bound thereby.

IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed in facsimile by its duly authorized officers and its facsimile corporate seal to be hereunto affixed.

Dated:

__________________________
[SEAL]
______________________
Secretary
 
President

Countersigned and Registered:
American Stock Transfer & Trust Company
(New York, NY)
Transfer Agent and Registrar
By

 
Authorized Signature
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
Exhibit 4.3

REVERSE SIDE

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -  as tenants in common
UNIF GIFT MIN ACT -
....................Custodian...................
TEN ENT  -  as tenants by the entireties
     (Cust)                         (Minor)
JT TEN      -  as joint tenants with right of
         
   under Uniform Gifts to Minors
 survivorship and not as tenants-
       
   Act...........................
 in common
   
      (State)


Additional abbreviations may also be used though not in the above list.


For value received, ___________ hereby sell, assign and transfer unto (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) __________________________ Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ______________________________Attorney to transfer the said Stock on the books of the within named Corporation, with full power of substitution in the premises.



Dated _______________________


 
NOTICE: _______________________________________
 
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND  WITH THE NAME AS WRITTEN UPON THE FACE OF THE  CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
   

Signature(s) Guaranteed:


____________________________________________
THE SIGNATUARE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVING AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.

The Corporation has the authority to issue more than one class of stock.  The Corporation will furnish without charge to any stockholder upon request a full statement of the (1) designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms or conditions of redemption, if any, of each class of stock which the Corporation is authorized to issue; (2) relative rights and preferences between shares of each series of preferred stock to the extent they have been set; and (3) authority of the board of directors to set the relative rights and preferences of any subsequent series of preferred stock.  Inquiries should be made to the Corporation’s Secretary at the Corporations principal office.

KEEP THIS CERTIFICATE IN A SAFE PLACE.  IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
 
 
 
 
 
 


Exhibit 5.1
 
May 20, 2013


The Board of Directors of Old Line Bancshares, Inc.
1525 Pointer Ridge Place
Bowie, MD 20716


Re:         Old Line Bancshares, Inc.
Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel for Old Line Bancshares, Inc. (the “Company”) in connection with the registration under the Securities Act of 1933, as amended, (the “Act”) on Post-Effective Amendment No. 1 on Form S-8 to the Form S-4 Registration Statement (Registration No. 333-184924) (the “Registration Statement Amendment”) of 2,785 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), issuable pursuant to options (“Options”) that have been issued under the WSB Holdings, Inc. 1997 Omnibus stock Plan, as amended (the “Plan”), assumed by the Company pursuant to the Agreement and Plan of Merger by and between the Company and WSB Holdings, Inc., dated as of September 10, 2012, as amended November 8, 2012 (the “Merger Agreement”).  As such counsel, we have made such legal and factual examinations and inquiries as we deemed advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement Amendment as filed on the date hereof; (ii) the Articles of Incorporation of the Company (the “Charter”), as amended or supplemented from time to time; (iii) the Amended and Restated Bylaws of the Company, as amended to date; (iv) the Plan; (v) the proceedings of the Board of Directors of the Company relating to the approval of the Merger Agreement, the assumption of the Plan, the filing of the Registration Statement Amendment and the issuance of the Shares (the “Resolutions”); (vi) a certificate of the Company regarding certain matters related to the assumption of the Plan and registration of the Shares; (vii) a certificate of the Maryland State Department of Assessments and Taxation dated May 20, 2013 to the effect that the Company is duly incorporated and existing under the laws of the State of Maryland and is in good standing and duly authorized to transact business in the State of Maryland; and (viii) such other statutes, certificates, instruments and documents relating to the Company and maters of law as we have deemed necessary to the issuance of this opinion.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Board of Directors of Old Line Bancshares, Inc.
May 20, 2013
Page 2 of 4

As to any facts or questions of fact material to the opinions expressed herein, we have relied exclusively upon the aforesaid documents and certificates, and representations and declarations of the officers or other representatives of the Company.  We have made no independent investigation whatsoever as to such factual matters.

In reaching the opinions set forth below, we have assumed, without independent investigation or inquiry, that:
 
A.           Each natural person executing any of the documents that we have reviewed has the legal capacity to execute such documents.
 
B.           All documents submitted to us as originals are authentic, the form and content of all documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents as executed and delivered, all documents submitted to us as certified or photostatic or facsimile copies conform to the original documents, all signatures on all documents submitted to us for examination are genuine, all documents submitted to us and public records reviewed or relied upon are accurate and complete, and there has been no oral or written modification of or amendment to any of the documents we have reviewed, and there has been no waiver of any provision of any of the documents we have reviewed in connection with this opinion, by action or omission of the parties or otherwise.

C.           All representations, warranties, certifications and statements with respect to matters of fact and other factual information (i) made by public officers, (ii) made by officers or representatives of the Company, including certifications made in the Certificate, and (iii) in any documents we have reviewed are accurate, true, correct and complete in all material respects.

D.           The persons identified to us as officers of the Company are actually serving as such and any certificates representing the Shares will be properly executed by one or more such persons.
 
E.           At the time of the issuance of any Shares, the Company will record or cause to be recorded in its stock ledger the name of the persons to whom such Shares are issued.

F.           Upon the issuance of any Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

G.           The Resolutions are, and will be, in full force at all times at which any Shares are issued by the Company.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
The Board of Directors of Old Line Bancshares, Inc.
May 20, 2013
Page 3 of 4
 
 
H.         Each award agreement under which options were granted under the Plan and for which the Shares may be issued are consistent with the Plan and were duly authorized, validly executed and delivered by the parties thereto.

I.           No Shares will be issued until the Registration Statement has become effective and the Registration Statement and any amendment thereto will remain effective at the time any Shares are issued.

J.          The Company will remain duly organized, validly existing and in good standing under Maryland law at the time any Shares are issued.

K.         The exercise price of the Options will be at least $0.01 per share.

In addition to the qualifications set forth above, this opinion is subject to the additional assumptions, qualification and limitations as follows:

(a)        The foregoing opinion is based on and is limited to the Maryland General Corporation Law (including the reported judicial decisions interpreting those laws currently in effect), and we express no opinion herein with respect to the effect or applicability of the laws of any other jurisdiction.  The opinion expressed herein concerns only the effect of the laws (excluding the principles of conflict of laws) as currently in effect, and we assume no obligation to supplement the opinion expressed herein if any applicable laws change after the date hereof or such later date as the Registration Statement becomes effective, or if we become aware of any facts that might change the opinion expressed herein after the date hereof.  The opinions expressed in this letter are limited to the matters set forth in this letter, and no other opinions should be inferred beyond the matters expressly stated

(b)        Notwithstanding anything to the contrary contained herein, we express no opinion concerning the securities laws of the State of Maryland, or the rules and regulations promulgated thereunder, or any decisional laws interpreting any of the provisions of the securities laws of the State of Maryland, or the rules and regulations promulgated thereunder.

Based on the foregoing, and subject to the assumptions, qualifications and limitations stated herein, and having regard for such legal considerations as we deem relevant, it is our opinion that the Shares that may be issued and sold by the Company under the Plan, upon the issuance and delivery of the Shares in the manner and for the consideration described in the Plan and the Merger Agreement and in accordance with the terms of any agreements pursuant to which options to purchase the Shares were granted, the Shares will be legally issued, fully paid and nonassessable.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Board of Directors of Old Line Bancshares, Inc.
May 20, 2013
Page 4 of 4

 
We hereby consent to the filing of this opinion as an exhibit to the Company’s Registration Statement on Form S-8.  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 Act.

Very truly yours,

OBER, KALER GRIMES & SHRIVER, A PROFESSIONAL CORPORATION




By: /s/ Frank C. Bonaventure
       Frank C. Bonaventure, Shareholder

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 


Exhibit 23.2
 
   
   
 





Consent of Independent Registered Public Accounting Firm



Board of Directors
Old Line Bancshares, Inc.
Bowie, Maryland

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 On Form S-8 To Registration Statement On Form S-4 (No. 333-184924) of our report dated March 20, 2013 relating to the consolidated financial statements of Old Line Bancshares, Inc. (the Company), which report appears in the Company's Form 10-K for the year ended December 31, 2012.



 
 
Baltimore, Maryland
May 20, 2013
 



 









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