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EXHIBIT 5
[Phelps Dunbar, L.L.P. Letterhead]
November 21, 2000
Whitney Holding Corporation
228 St. Charles Avenue
New Orleans, LA 70130
Re: Prattville Financial Services Corporation
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 approximately 1,029,427 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 Prattville Financial Services Corporation ("Prattville")
pursuant to that certain Agreement and Plan of Merger dated August 8, 2000
between the Company and Whitney National Bank, on the one hand, and Prattville
and Bank of Prattville, on the other hand (the "Plan of Merger").
In so acting, we have examined originals, or photostatic or certified
copies, of the Plan of Merger, 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 Merger, will be validly issued, fully
paid and nonassessable.
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Whitney Holding Corporation
November 21, 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.
