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EXHIBIT 5.1
December 20, 2000
GBC Bancorp, Inc.
165 Nash Street
Lawrenceville, Georgia 30246
Dear Ladies and Gentlemen:
We are acting as special counsel to GBC Bancorp, Inc., a Georgia
corporation (the "Company"). In such capacity, we have supervised certain
proceedings taken by the Company in connection with the registration under the
Securities Act of 1933, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder (collectively, the
"Act"), of the offer and sale of a minimum of 344,827 shares and a maximum of
689,655 shares (the "Shares") of common stock, $1.00 par value, of the Company.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the documents and corporate records relating to the
authorization, issuance and sale of the Shares and have made such other
investigation as we have deemed appropriate and relevant in order to furnish the
opinion set forth below.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as original documents, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to questions of fact material and relevant to our
opinion, where such facts were not independently verified by us, we have relied,
to the extent we deemed such reliance proper, upon certificates or
representations of officers and representatives of the Company and appropriate
federal, state and local officials.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and when sold, will be validly issued, fully paid and
nonaccessible.
We hereby consent to the reference to our firm under the heading "Legal
Matters" in the Registration Statement on Form SB-2 filed with the Securities
and Exchange Commission by the Company in connection with the offer and sale of
the Shares.
Sincerely yours,
WOMBLE CARLYLE SANDRIDGE & RICE, PLLC
/s/ Elizabeth O. Derrick
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Elizabeth O. Derrick, Member
Exhibit 5.1 - Page 1
