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EXHIBIT 5
[ARMSTRONG TEASDALE LLP LETTERHEAD]
August 3, 2000
Enterbank Holdings, Inc.
150 North Meramec
St. Louis, Missouri 63105
RE: REGISTRATION ON FORM S-8 OF 254,705 SHARES OF COMMON STOCK
Ladies and Gentlemen:
In connection with the registration with the Securities and Exchange
Commission of 254,705 shares of common stock, $0.01 par value per share (the
"Securities"), of Enterbank Holdings, Inc. (the "Company"), you have requested
that we furnish you with our opinion as to the legality of the issuance of the
Securities in connection with 171,441 of such Securities to be issued pursuant
to the Commercial Guaranty Bancshares, Inc. Employee Incentive Stock Option Plan
(the "Employee Plan") and 83,264 of such Securities to be issued pursuant to
Commercial Guaranty Bancshares, Inc. Non-Employee Organizer and Director
Incentive Stock Option Plan (the "Non-Employee Plan"). As counsel to the
Company, we have participated in the preparation of the Registration Statement
on Form S-8 under the Securities Act of 1933, as amended (the "Registration
Statement") with respect to the Securities. We have examined and are familiar
with the Company's Certificate of Incorporation, Bylaws, records of corporate
proceedings, the Registration Statement, the Employee Plan, the Non-Employee
Plan and such other documents and records as we have deemed necessary for
purposes of this opinion. Based on the foregoing, we are of the opinion that
the Securities have been duly and validly authorized and will, when issued as
contemplated in the Employee Plan and the Non-Employee Plan, as applicable, be
legally issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ ARMSTRONG TEASDALE LLP
ARMSTRONG TEASDALE LLP
