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EXHIBIT 5
[Letterhead of GRADY & ASSOCIATES]
July 6, 2000
Board of Directors
PremierWest Bancorp
503 Airport Road
Medford, Oregon 97501
Re: Form S-8 Registration Statement of PremierWest Bancorp
Gentlemen:
PremierWest Bancorp, an Oregon corporation, intends to file with the
Securities and Exchange Commission under the Securities Act of 1933 a Form S-8
registration statement with respect to 734,189 shares of PremierWest Bancorp's
common stock, without par value. The shares may be issued from time to time
under the 1992 Combined Incentive and Non-Qualified Stock Option Plan of Bank of
Southern Oregon and the United Bancorp Stock Option Plan, as amended.
PremierWest Bancorp, Bank of Southern Oregon, United Bancorp and
Douglas National Bank entered into an Agreement and Plan of Merger and Share
Exchange dated as of October 7, 1999, amended as of December 14, 1999. Under the
Agreement and Plan of Merger and Share Exchange, PremierWest Bancorp became the
sole shareholder of Bank of Southern Oregon by a direct share exchange, United
Bancorp merged into PremierWest Bancorp and Douglas National Bank merged into
Bank of Southern Oregon. The merger and share exchange transactions became
effective on May 8, 2000. As part of these transactions, PremierWest Bancorp
assumed the obligations of United Bancorp with respect to outstanding options
granted under United Bancorp's stock option plan, and PremierWest Bancorp
likewise assumed the obligations of Bank of Southern Oregon with respect to
outstanding options granted under its stock option plan. Options formerly
representing the right to acquire United Bancorp common stock therefore became
options to acquire PremierWest Bancorp common stock, with the number of shares
acquirable and the exercise price(s) adjusted by the 1.971 exchange ratio
employed in the merger of United Bancorp into PremierWest Bancorp. Likewise,
options formerly representing the right to acquire Bank of Southern Oregon
common stock became options to acquire a like number of shares of PremierWest
Bancorp common stock, exercisable on the same terms and at the same price(s).
You have requested our opinion in connection with PremierWest Bancorp's
filing of the Form S-8 registration statement. We examined and relied upon
originals or copies, certified or otherwise identified to our satisfaction as
being true copies, of all records, agreements, certificates of officers, and
other documents as we deemed necessary to render the opinions expressed in this
letter. In our examination, we assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents
of all documents submitted to us as certified or photostatic copies. We assumed
PremierWest Bancorp will remain in active status as an Oregon corporation at all
times when shares of its common stock are issued under the terms of the 1992
Combined Incentive and Non- Qualified Stock Option Plan of Bank of Southern
Oregon and under the terms of the United Bancorp Stock Option Plan, as amended.
On the basis of and in reliance on the foregoing, we are of the opinion
that the shares of PremierWest Bancorp common stock to be issued pursuant to the
Bank of Southern Oregon and United Bancorp stock option plans will, when and if
issued in accordance with the terms of the plans, be legally issued, fully paid
and nonassessable.
This opinion is solely for your information and is not to be quoted in
whole or in part or otherwise referred to, nor is it to be filed with any
governmental agency or other person without our prior written consent. We hereby
consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Form S-8 registration statement of PremierWest
Bancorp.
Sincerely,
GRADY & ASSOCIATES
