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EXHIBIT 5
[Letterhead of Phelps Dunbar, L.L.P.]
November 13, 2000
Whitney Holding Corporation
228 St. Charles Avenue
New Orleans, LA 70130
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as special counsel to Whitney Holding Corporation (the
"Company") in connection with the preparation of that certain Registration
Statement on Form S-3 (the "Registration Statement") filed by the Company on the
date hereof with the Securities and Exchange Commission (the "Commission") for
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 647,262 shares of the Company's common stock, no par value (the
"Shares"), to be offered and sold by certain selling shareholders identified
therein.
In so acting, we have examined originals, or photostatic or certified
copies, of such records of the Company, certificates of officers of the Company
and of public officials, and such other documents as we have deemed relevant. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such documents.
Based upon the foregoing, we are of the opinion that:
(1) The Company is a corporation duly incorporated and validly existing
in good standing under the laws of the State of Louisiana.
(2) The Shares are duly authorized, validly issued, fully paid and
nonassessable.
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Whitney Holding Corporation
November 13, 2000
Page 2
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus forming a
part thereof under the caption "Legal Matters." In giving this consent, we do
not admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act or the general rules and regulations of
the Commission.
Very truly yours,
/s/ PHELPS DUNBAR, L.L.P.
