EXHIBIT 5.1
[Porter & Hedges Letterhead]
September 21, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: RAMPART CAPITAL CORPORATION REGISTRATION STATEMENT ON FORM S-8; 1998
STOCK COMPENSATION PLAN AS REVISED JUNE 24, 1999
Ladies and Gentlemen:
We have acted as counsel to Rampart Capital Corporation, a Texas
corporation ("Company"), in connection with the preparation for filing with the
Securities and Exchange Commission of a Registration Statement on Form S-8
("Registration Statement") under the Securities Act of 1933, as amended. The
Registration Statement relates to the registration of a 375,000 shares
("Shares") of the Company's common stock, par value $.01 per share ("Common
Stock"), issuable pursuant to the Company's 1998 Stock Compensation Plan as
revised June 24, 1999 (the "Compensation Plan").
We have examined the Compensation Plan and such corporate records,
documents, instruments and certificates of the Company, and have reviewed such
questions of law as we have deemed necessary, relevant or appropriate to enable
us to render the opinion expressed herein. In such examination, we have assumed
without independent investigation the authenticity of all documents submitted to
us as originals, the genuineness of all signatures, the legal capacity of all
natural persons, and the conformity of any documents submitted to us as copies
to their respective originals. As to certain questions of fact material to this
opinion, we have relied without independent investigation upon statements or
certificates of public officials and officers of the Company.
Based upon such examination and review, we are of the opinion that the
Shares have been duly and validly authorized and will, upon issuance and
delivery as contemplated by the Compensation Plan, be validly issued, fully paid
and nonassessable outstanding shares of Common Stock.
This Firm consents to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Porter & Hedges, L.L.P.
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