<PAGE> 1
EXHIBIT 5
[Phelps Dunbar, L.L.P. Letterhead]
December 8, 2000
Whitney Holding Corporation
228 St. Charles Avenue
New Orleans, LA 70130
Re: American Bank
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-4 (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 1,815,000 shares of the Company's common stock, no par value (the
"Shares"), to be exchanged for all of the outstanding shares of common stock of
American Bank pursuant to that certain Agreement and Plan of Share Exchange
dated September 19, 2000 between the Company and American Bank (the "Plan of
Share Exchange").
In so acting, we have examined originals, or photostatic or certified
copies, of the Plan of Share Exchange, 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 and, when issued by the Company in
accordance with the terms of the Plan of Share Exchange, will be validly issued,
fully paid and nonassessable.
<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.
