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EXHIBIT 5
[LETTERHEAD OF WOMBLE CARLYLE SANDRIDGE & RICE, PLLC]
August 8, 2000
First Deposit Bancshares, Inc.
8458 Campbellton Street
Douglasville, Georgia 30134-1803
Re: Registration Statement on Form S-8 with respect to the 2000 Stock
Incentive Plan of First Deposit Bancshares, Inc.
Ladies and Gentlemen:
We have served as counsel for First Deposit Bancshares, Inc. (the
"Company") in connection with its registration under the Securities Act of 1933,
as amended, of an aggregate of 192,717 shares of its common stock, no par value
(the "Shares"), which are proposed to be offered and sold pursuant to the 2000
Stock Incentive Plan of First Deposit Bancshares, Inc. (the "Plan"), and
pursuant to the Company's Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the
"Commission") with respect to the Shares.
We have reviewed the Company's articles of incorporation and bylaws,
each as amended to date, and have examined the originals, or copies certified or
otherwise identified to our satisfaction, of corporate records of the Company,
including minute books of the Company as furnished to us by the Company,
certificates of public officials and of representatives of the Company, statutes
and other instruments and documents, as a basis for the opinions hereinafter
expressed. In rendering this opinion, we have relied upon certificates of public
officials and officers of the Company with respect to the accuracy of the
factual matters contained in such certificates. We also have reviewed the Plan
and the Registration Statement.
In connection with such review, we have assumed with your permission
(1) the genuineness of all signatures; (2) 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 (3) the proper
issuance and accuracy of certificates of public officials and officers and
agents of the Company. In rendering opinions as to future events, we have
assumed the facts and law existing on the date hereof.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized and, when issued and paid for in accordance with the
terms of the Plan, will be validly issued, fully paid and nonassessable.
This opinion is limited to the laws of the State of Georgia. This
opinion is rendered as of the date hereof, and we undertake no obligation to
advise you of any changes in applicable law or any other matters that may come
to our attention after the date hereof.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. In giving this consent, we do not admit
that we are within the category of persons whose consent is required by Section
7 of the Securities Act, or other rules and regulations of the Commission
thereunder.
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Company
By: /s/ Elizabeth O. Derrick
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Elizabeth O. Derrick, Member
