June 7, 2000
Board of Directors
1st State Bancorp, Inc.
455 South Main Street
Burlington, North Carolina 27216-1797
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to and for 1st State Bancorp,
Inc., a Virginia corporation (the "Company"), in connection with
the preparation and filing with the Securities and Exchange
Commission of the Registration Statement on Form S-8 (the
"Registration Statement"), for the purpose of registering under
the Securities Act of 1933, as amended, shares (the "Shares") of
the Company's common stock, $.01 par value per share (the
"Common Stock"). The Shares are issuable under the Company's
2000 Stock Option and Incentive Plan and the Company's
Management Recognition Plan (the "Plans").
In our capacity as counsel, we have been requested to
render the opinion set forth in this letter and, in connection
therewith, we have reviewed the following documents: (i) the
Registration Statement, (ii) the Plans, (iii) the Articles of
Incorporation of the Company ("Articles of Incorporation")
certified by the Secretary of the Company as of the date hereof,
(iv) certain minutes of meetings or unanimous consents of the
Board of Directors and shareholders of the Company, as amended,
certified as true and correct by the Secretary of the Company,
and (vi) a certificate of the Chief Executive Officer and of the
Secretary of the Company dated June 6, 2000.
In rendering this opinion, we have assumed and relied upon,
without independent investigation, (i) the authenticity,
completeness, truth and due authorization and execution of all
documents submitted to us as originals, (ii) the genuineness of
all signatures on all documents submitted to us as originals,
and (iii) the conformity to the originals of all documents
submitted to us as certified or photostatic copies.
The law covered by the opinion expressed herein is limited
to the Virginia Stock Corporation Act.
<PAGE>
<PAGE>
Board of Directors
June 7, 2000
Page 2
This opinion letter is given only with respect to laws and
regulations presently in effect. We assume no obligation to
advise you of any changes in law or regulation which may
hereafter occur, whether the same are retroactively or
prospectively applied, or to update or supplement this letter in
any fashion to reflect any facts or circumstances which
hereafter come to our attention.
Based upon, and subject to, the foregoing, we are of the
opinion that the Shares when issued pursuant to and in
accordance with the Plans will be legally issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement and we further consent to the
reference to our firm under the caption "Legal Matters" in the
Prospectus and to any reference to our firm in the Prospectus as
legal counsel who have passed upon the legality of the
securities offered thereby.
Very truly yours,
STRADLEY RONON HOUSLEY KANTARIAN & BRONSTEIN, LLP
By: /s/ Joel E. Rappoport
---------------------------------------
Joel E. Rappoport, A Partner
