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Exhibit 5.0
[BROOKS, PIERCE, McLENDON, HUMPHREY & LEONARD, L.L.P. LETTERHEAD]
(336) 271-3112
November 17, 2000
Board of Directors
First Community Financial Corporation
708 South Church Street
P.O. Box 1837
Burlington, NC 27216-1837
Re: First Community Financial Corporation Stock Option Plan and Trust
Agreement - Registration Statement on Form S-8 with Respect to the
Offering of up to 188,079 Shares of Common Stock
Gentlemen:
We have acted as special counsel to First Community Financial Corporation
(the "Holding Company") in connection with the Holding Company's registration
under the Securities Act of 1933, as amended, on Form S-8 (the "Registration
Statement") of its offering of up to 188,079 shares of common stock, no par
value (the "Shares"), under the First Community Financial Corporation Stock
Option Plan and Trust Agreement (the "Stock Option Plan") in connection with the
exercise of stock options (the "Option Rights"). As such counsel, we have made
such legal and factual examinations and inquiries as we deemed advisable for the
purpose of rendering our opinion.
For purposes of rendering our opinion, we have assumed that (i) the Shares
issuable pursuant to the exercise of Option Rights granted under the terms of
the Stock Option Plan will continue to be duly and validly authorized on the
dates the Shares are issued pursuant to the Option Rights; (ii) on the dates the
Option Rights are exercised, the Option Rights granted under the terms of the
Stock Option Plan will constitute valid, legal and binding obligations of the
Holding Company and will (subject to applicable bankruptcy, moratorium,
insolvency, reorganization and other laws and legal principles affecting the
enforceability of creditors' rights generally) be enforceable against the
Holding Company in accordance with their terms; (iii) no change occurs after the
date hereof in applicable law or the pertinent facts; and (iv) the provisions of
applicable "blue sky" and other state securities laws have been complied with to
the extent required.
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Based on the foregoing, and subject to the assumptions set forth herein, it
is our opinion as of the date hereof that the Shares which are to be issued
pursuant to the Stock Option Plan have been duly and validly authorized and,
upon the sale of the Shares in accordance with the Stock Option Plan, and upon
receipt of any consideration required therefor, will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement.
Sincerely yours,
BROOKS, PIERCE, MCLENDON, HUMPHREY & LEONARD,
L.L.P.
By: /s/ Edward C. Winslow III
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Edward C. Winslow, III
