OPINION OF KILPATRICK STOCKTON LLP
Vail Banks, Inc.
108 S. Frontage Road, West
Suite 101
Vail, Colorado 81657
Re: Vail Banks, Inc. Registration Statement on Form S-4 (File No.)
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Gentlemen:
At your request, we have examined the Registration Statement on Form
S-4 (the "Registration Statement") filed by Vail Banks, Inc. (the "Company"), a
Colorado corporation, with the Securities and Exchange Commission with respect
to the registration under the Securities Act of 1933, as amended, of up to
358,333 shares of Common Stock, par value $1 per share, of the Company (the
"Common Stock"), to be issued by the Company to the shareholders of Estes Bank
Corporation ("Estes Bank"), in connection with the merger of a subsidiary of the
Company with and into Estes Bank.
As your counsel, and in connection with the preparation of the
Registration Statement, we have examined the originals or copies of such
documents, corporate records, certificates of public officials and officers of
the Company, and other instruments related to the authorization and issuance of
the Common Stock as we deemed relevant or necessary for the opinion expressed
herein. Based upon the foregoing, it is our opinion that the shares of Common
Stock to be issued by the Company to the Estes Bank shareholders will be, upon
issuance, sale, and delivery in the manner and under the terms and conditions
described in the Registration Statement, validly issued, fully paid, and
nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name in the "Legal
Matters" section of the Registration Statement, including the Prospectus
constituting a part thereof, and any amendments thereto.
Yours truly,
Kilpatrick Stockton LLP
By: /s/ R. Alex Bransford
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R. Alex Bransford
A Partner
