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EXHIBIT 5.1
[UNION PLANTERS CORPORATION LETTERHEAD]
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Re: 4,526,195 Shares of the Common Stock, $5.00 Par Value Per Share of
Union Planters Corporation, a Tennessee Corporation ("UPC")
Ladies and Gentlemen:
The undersigned has participated in the preparation of a registration
statement on Form S-4 (the "Registration Statement") for filing with the
Securities and Exchange Commission in respect to not more than 4,526,195 shares
of UPC's common stock, $5.00 par value per share, including accompanying
Preferred Share Rights ("UPC Common Stock") which may be issued by UPC pursuant
to an Agreement and Plan of Reorganization, dated as of September 20, 2000, by
and among UPC, Union Planters Holding Corporation, and Jefferson Savings
Bancorp, Inc. ("Jefferson Savings") (the "Agreement").
For purposes of rendering the opinion expressed herein, the undersigned
has examined UPC's corporate charter and all amendments thereto; UPC's by-laws
and amendments thereto; the Agreement and such of UPC's corporate records as the
undersigned has deemed necessary and material to rendering the undersigned's
opinion. The undersigned has relied upon certificates of public officials and
representations of UPC officials, and has assumed that all documents examined by
the undersigned as originals are authentic, that all documents submitted to the
undersigned as photocopies are exact duplicates of original documents, and that
all signatures on all documents are genuine.
Further, the undersigned is familiar with, and has supervised all
corporate action taken in connection with the authorization of the issuance and
offering of the subject securities.
Based upon and subject to the foregoing and subsequent assumptions,
qualifications and exceptions, it is the undersigned's opinion that:
1. UPC is a duly organized and validly existing corporation in good
standing under the laws of the State of Tennessee and has all requisite power an
authority to issue, sell and deliver the subject securities, and to carry on its
business and own its property; and
2. The shares of UPC Common Stock to be issued by UPC pursuant to
the Merger have been duly authorized and when issued by UPC in accordance
therewith, such shares of UPC Common Stock will be fully paid and nonassessable.
3. The opinion expressed above is limited by the following
assumptions, qualifications, and exceptions:
(a) The undersigned is licensed to practice law only in the
State of Tennessee and expresses no opinion with respect to the effect of the
laws other than those of the State of Tennessee and of the United States of
America.
(b) The opinion stated herein is based upon statutes,
regulations, rules, court decisions, and other authorities existing and
effective as of the date of this opinion, and the undersigned undertakes no
responsibility to update or supplement said opinion in the event of or in
response to any subsequent changes in the law or said authorities, or upon the
occurrence after the date hereof of events or circumstances that, if occurring
prior tot he date hereof, might have resulted in a different opinion.
(c) This opinion is limited to the legal matters expressly
set forth herein, and no opinion is to be implied or inferred beyond the legal
matters expressly so addressed.
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Union Planters Corporation
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The undersigned hereby consents to the undersigned being named as a
party rendering a legal opinion under the caption "Opinions" in the Proxy
Statement-Prospectus constituting part of the Registration Statement and to the
filing of this opinion with the Securities and Exchange Commission as well as
all state regulatory bodies and jurisdictions where qualification is sought for
the sale of the subject securities.
The undersigned is an officer of, and receives compensation from UPC and
therefore is not independent from UPC.
Very truly yours,
UNION PLANTERS CORPORATION
By: /s/ E. JAMES HOUSE, JR.
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E. James House, Jr.
