Exhibit 5.1
June 26, 2000
Tompkins Trustco, Inc.
The Commons
Ithaca, New York 14850
Re: TOMPKINS TRUSTCO, INC.
REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
You have requested our opinion in connection with a Registration Statement
on Form S-3 (the "Registration Statement") filed by Tompkins Trustco, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"), in connection with the Company's shares of
Common Stock (the "Shares"), that may be issued in connection with the Company's
BuyDirect Dividend Reinvestment Plan (the "Plan"). Capitalized terms, unless
otherwise defined herein, shall have the meanings set forth in the Registration
Statement.
In connection with this opinion, we have examined the Registration
Statement, the Certificate of Incorporation of the Company, the Bylaws of the
Company, Certificates of Public Officials and Officers of the Company and such
other documents and records as we have deemed necessary or appropriate for
purposes of our opinion.
Based on the foregoing, and subject to the qualifications and assumptions
referred to herein, we are of the opinion that the Shares will be, upon issuance
by the Company in the manner set forth in the Plan, legally issued, fully paid
and non-assessable.
We have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to the original documents
of all documents submitted to us as copies, and the truth of all facts recited
in all relevant documents.
The opinions set forth above are limited to the laws of the state of New
York and the federal laws of the United States.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the prospectus included
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in the Registration Statement. In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
Harris Beach & Wilcox, LLP
By: /s/ THOMAS E. WILLETT
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Thomas E. Willett
Member of the Firm
Enc.
