LUSE GORMAN POMERENK & SCHICK
A PROFESSIONAL CORPORATION
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
| WRITER’S DIRECT DIAL NUMBER | WRITER’S EMAIL | |||
| (202) 274-2028 | vcangelosi@luselaw.com | |||
August 6, 2014
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn.: | Kathryn McHale |
| Senior Staff Attorney |
| Re: | CB Financial Services, Inc. |
| Registration Statement on Form S-4 |
| Filed on June 13, 2014 |
| File Number 333-196749 |
Dear Ms. McHale:
On behalf of CB Financial Services, Inc. (the “Company”) and in accordance with Rule 101 of Regulation S-T, we hereby respond to the comment provided by the Staff in its letter dated August 5, 2014 with regard to the above-referenced Registration Statement on Form S-4. Set forth below is the comment and the Company’s response to it.
Amendment No. 1 to Registration Statement on Form S-4
Exhibit 5
| 1. | We note your revised legal opinion responding to prior comment 61 in our letter dated July 10, 2014. Please further revise to limit the assumption that “all parties had the corporate power and authority to enter into and perform all obligations [under any documents examined by counsel]” to parties other than the registrant. |
The signed and dated legality opinion filed as Exhibit 5 reflects revision in response to this comment.
* * * * *
| LUSE GORMAN POMERENK & SCHICK A PROFESSIONAL CORPORATION
Securities and Exchange Commission August 6, 2014 Page 2 |
We request that the staff advise the undersigned at (202) 274-2028 or at vcangelosi@luselaw.com or Eric Luse of this office at (202) 274-2002 or at eluse@luselaw.com as soon as possible if it has any further comments.
| Respectfully, |
| /s/ Victor L. Cangelosi |
| Victor L. Cangelosi |
| cc: | David Lin, SEC |
Mark Webb, SEC
Chris Harley, SEC
Gus Rodriguez, SEC