ARNALL GOLDEN & GREGORY, LLP
2800 ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3450
(404) 873-8500
(404) 873-8501
December 8, 2000
NetBank, Inc.
11475 Great Oaks Way
Suite 100
Alpharetta, Georgia 30022
Re: Registration Statement on Form S-8; Employee Stock Purchase Plan
Ladies and Gentlemen:
This opinion is rendered in connection with the proposed issue and sale by
NetBank, Inc., a Georgia corporation ("NetBank"), of up to 500,000 shares of
NetBank's common stock, $.01 par value (the "Shares"), pursuant to NetBank's
Employee Stock Purchase Plan (the "Plan") upon the terms and conditions set
forth in the Plan and in the Registration Statement on Form S-8 (the
"Registration Statement") filed by NetBank with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"). We have
acted as counsel for NetBank in connection with the issuance and sale of the
Shares by NetBank.
In rendering the opinion contained herein, we have relied in part upon
examination of NetBank's corporate records, documents, certificates and other
instruments and the examination of such questions of law as we have considered
necessary or appropriate for the purpose of this opinion. Based upon the
foregoing, we are of the opinion that the Shares have been duly and validly
authorized and when sold in the manner contemplated by the Plan, and (i)
assuming that the purchase price of, or value of other consideration received in
respect of, each of the Shares will equal or exceed the stated value thereof,
(ii) upon receipt by NetBank of payment in full therefor as provided therein,
and (iii) upon issuance pursuant to a current prospectus in conformity with the
Act, they will be legally issued, fully paid and non-assessable.
We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Georgia.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. This consent is not to be construed as an admission that we are a
party whose consent is required to be filed with the Registration Statement
under the provisions of the Act.
Sincerely,
/s/ ARNALL, GOLDEN & GREGORY, LLP
