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Exhibit 5.1
GORDON FEINBLATT
Rothman Hoffberger & Hollander, LLC
Attorneys At Law
233 East Redwood Street
Baltimore, Maryland
21202-3332
410.576.4000
www.gfrlaw.com
September 27, 2000
Shore Bancshares, Inc.
109 North Commerce Street
Centreville, Maryland 21617
Ladies and Gentlemen:
We have acted as counsel to Shore Bancshares, Inc., a Maryland corporation
(the "Corporation"), in connection with a Plan and Agreement to Merge (the
"Merger Agreement"), dated July 25, 2000, by and between the Corporation and
Talbot Bancshares, Inc., a Maryland corporation, pursuant to which Talbot
Bancshares, Inc. will merge with and into the Corporation.
We have also acted as counsel to the Corporation in connection with the
Corporation's Registration Statement on Form S-4 (such Registration Statement,
including all exhibits thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
issuance of up to 3,407,819 shares of common stock, par value $.01 per share, of
the Corporation (the "Shares") pursuant to the Merger Agreement.
This opinion is provided pursuant to the requirements of Item 21(a) of Form
S-4 and Item 601 of Regulation S-K.
In connection with this opinion, we have considered such questions of law
as we have deemed necessary as a basis for the opinions set forth below, and we
have examined and are familiar with originals or copies, certified or otherwise
identified to our satisfaction, of the following: (i) the Registration
Statement; (ii) the Articles of Incorporation and By-Laws of the Corporation, as
amended and as currently in effect; (iii) certain resolutions of the Board of
Directors of the Corporation relating to the issuance of the Shares and the
other transactions contemplated by the Merger Agreement; (iv) the Merger
Agreement; and (v) such other documents as we have deemed necessary or
appropriate as a basis for 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 originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. As to any facts material to this
opinion that we did not independently establish or verify, we have relied upon
statements and representations of officers and other representatives of the
Corporation and others.
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Based upon the foregoing, we are of the opinion that when the Shares have
been issued upon the terms and conditions set forth in the Merger Agreement, the
Shares will be validly issued, fully paid, and nonassessable.
The law covered by the opinion set forth above is limited to the corporate
law of the State of Maryland.
We hereby consent to be named in the Registration Statement under the
heading "LEGAL MATTERS" as attorneys who passed upon the validity of the Shares
and to the filing of a copy of this opinion as Exhibit 5.1 to the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Securities Act
or other rules and regulations of the Commission thereunder.
Gordon, Feinblatt, Rothman, Hoffberger and Hollander, LLC
By: /s/ Michael A. Refolo
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Michael A. Refolo
