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BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
up to 1,800,000 Shares of Common Stock
with up to 360,000 related Warrants
 Subscription Price $10.00 Per Share
 PLACEMENT AGENT AGREEMENT
 May 8, 2006
 
   1. SUMMARY OF THE OFFERING.




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2. RETENTION OF AGENT; COMPENSATION; SALE AND DELIVERY OF THE SHARES.
    provided however
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provided, however
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3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
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provided however
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4. REPRESENTATIONS AND WARRANTIES OF SCHWARTZ & CO.
       5. COVENANTS OF THE COMPANY.
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provided however
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6. COVENANTS OF SCHWARTZ & CO.
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7. CONDITIONS TO THE OBLIGATIONS OF SCHWARTZ & CO.
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Exhibit 1
 8. CONDITIONS TO THE OBLIGATIONS OF THE COMPANY.
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9. INDEMNIFICATION AND CONTRIBUTION.
  provided however
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10. TERMINATION.
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11. MISCELLANEOUS.
 Notices o th
 Successors & Assigns
 Partial Invalidity
 Applicable Law
 Captions
 Counterparts
 Survival
 Entire Agreement
 Public Notice
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Pronouns
    By:
    
    /s/ Richard Miller

     Richard Miller
     Chief Financial Officer
   By:
    
    /s/ Walter G. Schwartz

     Walter G. Schwartz
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EXHIBIT 1




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Basis of Opinion
  1.
    
    The Articles of Incorporation of the Company, certified to us by the Michigan
Secretary of State;
 2.
    
    The Bylaws of the Company, as provided to us by the Company;
 3.
    
    The Agreement;
 4.
    
    The Registration Statement, including exhibits;
 5.
    
    Certificates, dated as of the date hereof, containing representations to this
firm as to certain factual matters and executed by certain senior officers of the
Company; and
 6.
    
    Certificates, dated as of recent dates, issued by various state and federal
agencies and departments.
 Opinion




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1.
    
    The Company is a Michigan corporation incorporated, validly existing and in
good standing under the laws of the State of Michigan, with corporate power and
authority to own, lease, and operate its properties and to conduct its business as
described in the Prospectus.
 2.
    
    The authorized capital stock of the Company consists of (i) 4,500,000 shares of
common stock, no par value per share, 100 of which are issued and outstanding; and (ii)
500,000 shares of preferred stock, no par value per share, none of which are issued and
outstanding as set forth in the Prospectus.
 3.
    
    The Shares and the Warrants are duly authorized and, when the Shares and
Warrants are issued and delivered to investors, all as described in the Prospectus, the
Shares and Warrants will be legally and validly issued, and the Shares will be fully
paid and non-assessable. The Shares and the Warrants conform to the description
thereof contained in the Prospectus.
 4.
    
    The Registration Statement and the Prospectus (other than financial statements
as to which we express no opinion) comply as to form in all material respects with the
applicable requirements of Form SB-2 under the Securities Act of 1933 (1933 Act), the
Registration Statement has been declared effective under the 1933 Act and, to our
knowledge, no stop order suspending the effectiveness of the Registration Statement has
been issued by the Securities and Exchange Commission and no proceedings for such
purpose have been instituted or are pending or threatened by the Securities and
Exchange Commission.
 5.
    
    The description in the Registration Statement and Prospectus of statutes, legal
and governmental or regulatory proceedings are accurate in all material respects and,
to our knowledge, fairly present the information required to be shown.
 6.
    
    The Agreement has been duly authorized by all necessary action on the part of
the Company, has been duly executed and delivered by the Company, and is a legal, valid
and binding agreement of the Company enforceable against it in accordance with its
terms, except to the extent that rights to indemnity or contribution may be limited by
applicable law as against public policy and enforceability of the Agreement may be
limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, or
similar laws relating to or affecting creditors rights generally, and (b) general
principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
 7.
    
    No consent, approval, authorization, or other order of any court, regulatory
body, administrative agency, or other governmental body that has not been received is
required for the Companys execution and delivery of the Agreement or the Companys
consummation of the transactions contemplated by the Agreement or described in the
Prospectus.
 8.
    
    The execution and delivery of the Agreement and the consummation of the
transactions contemplated by the Agreement or described in the Prospectus (provided
that they are consummated in the manner described in the Agreement and the Prospectus),
do not conflict with or constitute a breach of (i) the Articles of Incorporation or
Bylaws of the Company or the Bank; or (ii) any law, regulation, or, to our knowledge,
administrative or
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court decree; except for such breaches or violations that, alone or in the
aggregate, are not material to the business or prospects of the Company or the Bank.9.
    
    This firm has participated in conferences with officers and other
representatives of the Company and representatives of Schwartz & Co. in connection with
the preparation of the Registration Statement and Prospectus at which the contents of
the Registration Statement and Prospectus and related matters were discussed and,
although this firm has not verified, is not passing upon, and does not assume any
responsibility for the accuracy, completeness, or fairness of the statements contained
in the Registration Statement or the Prospectus on the basis of the foregoing (relying
as to materiality upon the opinions of the officers and other representatives of the
Company), no facts have come to the attention of this firm that have caused this firm
to believe that either the Registration Statement, at the time it became effective, or
the Prospectus, as of the date thereof, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made,
not misleading. In making the foregoing statement, this firm expresses no opinion,
belief or comment with respect to the financial statements, notes or schedules thereto,
or other financial or statistical data included or incorporated by reference in the
Registration Statement or the Prospectus.
 Comments, Assumptions, Limitations, Qualifications and Exceptions
  1.
    
    This firm has assumed that (i) all information contained in all documents
reviewed by this firm is true and correct, (ii) all signatures on all documents
reviewed by this firm are genuine, (iii) all signatures on documents not signed in our
presence are genuine, (iv) all documents submitted as copies are true and complete
copies of the originals thereof, (v) all parties to the documents reviewed by this Firm
(Documents), other than the Company and the Bank (the Other Parties) are duly
organized, validly existing and in good standing under the laws of the jurisdiction of
their incorporation or organization, (vi) the Other Parties have all power and
authority to execute, deliver, and perform their obligations under each of the
Documents as applicable to such party, (vii) each of the Documents has been duly and
validly authorized, executed, and delivered by each of the Other Parties, (viii) each
of the Documents is the valid and binding obligation of each of the Other Parties who
is a party thereto, enforceable against such Other Party in accordance with its terms,
(ix) the Other Parties have performed (and will perform) all of their respective
obligations under, and are in full compliance with, the Documents as applicable to such
party, (x) each natural person signing any document reviewed by this firm had the legal
capacity to do so, and (xi) each person signing in a representative capacity of any of
the Other Parties any document reviewed by this firm had authority to sign in such
capacity.
 2.
    
    Insofar as the opinions contained herein involve factual matters, this firm has
relied solely upon certificates of officers of the Company referred to in Section A
above.
 3.
    
    Whenever a statement herein is qualified by known to this firm, to our
knowledge, or similar phrases, this firm has relied exclusively, without independent
investigation, on one or more certificates from one or more officers of the Company
with respect to such
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matters set forth in such opinions. This firm has made no independent
investigation, including, but not limited to, a review of the books and records of
stock ownership and transfer of the Corporation or its subsidiaries, as to the
accuracy or completeness of any of the information contained in such certificate(s).
However, in the course of rendering the legal opinion services described in the
introductory paragraph of this letter, no facts or circumstances have come to the
attention of those attorneys in this firm who rendered such legal services that gave
this firm current, actual knowledge that any such information is incorrect in any
material respect.4.
    
    We express no opinion as to the laws of any jurisdiction other than the State
of Texas and the federal laws of the United States of America. In rendering our
opinions above, this firm has assumed that the internal laws of the State of Michigan
are substantially identical to the laws of the State of Texas. In rendering this
letter, we do not express any opinion concerning the application of the doing
business laws or the securities laws of any jurisdiction other than the federal
securities laws of the United States.
 5.
    
    In rendering the opinions set forth in paragraph B.1. with respect to the
existence and good standing of the Company, we have relied solely upon certificates of
state authorities of the Companys existence and good standing that this firm received
recently in response to this firms requests for confirmation of such existence and
good standing in such jurisdictions and/or certificates of officers of the Company
referred to in Section A above. By necessity, our opinions set forth in paragraph B.1
are given as of the date of such certificates or correspondence. Nothing has come to
our attention that would cause us to believe that such opinions have ceased to be valid
as of the date of this letter.
 6.
    
    Except as expressly set forth herein, we have made no independent investigation
as to the accuracy or completeness of any representation, warranty, data or other
information, written or oral, made or furnished in connection with the documents
referred to in Section A hereof.
 7.
    
    We have made no examination or investigation to verify the accuracy or
completeness of any exhibits, financial statements, schedules or any other financial,
accounting or statistical information provided to you or with respect to any other
accounting or financial matters and express no opinion with respect thereto.
 8.
    
    Although we may have acted as counsel to the Company in connection with certain
matters other than the transactions contemplated by the Prospectus, our engagement is
limited to certain matters about which we have been consulted. Consequently, there may
exist matters of a factual or legal nature involving the Prospectus with which we have
not been consulted and have not represented the Company.
 9.
    
    This opinion is rendered based upon our interpretation of existing law, to the
extent specified in Paragraph C.4, and is not intended to speak with reference to
standards hereafter adopted or evolved in subsequent judicial decisions by courts.
Except as otherwise set forth herein, the opinions expressed herein are as of the date
hereof, and we assume no obligation to update or supplement such opinions to reflect
any facts or circumstances that may hereafter come to our attention or any changes in
law that may hereafter occur.
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10.
    
    This opinion letter is limited to the matters stated herein and no opinions may
be implied or inferred beyond the matters expressly stated herein.
 11.
    
    In rendering the opinion that the Registration Statement has become effective
under the 1933 Act, this firm has relied solely on a telephone conversation regarding
the matters heretofore mentioned with a member of the staff of the Securities and
Exchange Commission.
 12.
    
    This opinion letter is delivered solely for your benefit, and no other party or
entity is entitled to rely hereon without the express prior written consent of this
firm. You are hereby notified that (i) we do not consider you to be our client in the
matters to which this opinion relates, and (ii) the Texas Code of Professional
Responsibility and current jurisprudence do not clearly articulate the circumstances
under which an attorney may give a legal opinion to a person other than the attorneys
own client. Without our prior written consent, this opinion letter may not be quoted
in whole or in part or otherwise referred to in any document or report and may not be
furnished to any other person or entity.
 5