EXHIBIT 5.1
Law Offices of
Stevens & Lee
A Pennsylvania Professional Corporation
Suite 506
1415 Route 70 East
Cherry Hill, NJ 08034
(856) 354-9200 Fax (856) 354-8111
May 24, 2000
EquiServe
Boston EquiServe Division
70 Campanelli Drive
Braintree, MA 02184
Re: Three Rivers Bancorp, Inc. Stock Option Plan and Long-Term
Incentive Plan
Ladies and Gentlemen:
We understand that Three Rivers Bancorp, Inc. ("TRB") has
adopted a Long-Term Incentive Plan (individually, the "LTIP")
and a Stock Option Plan (individually, the "SOP," and
collectively with the LTIP, the "Plans"). We further understand
that, pursuant to the Plans, TRB has granted, and may continue
to grant, to directors and certain employees of TRB or any
subsidiary thereof, up to 600,000 shares (the "Shares") of the
common stock, $0.01 par value per share, of TRB (the "TRB Common
Stock") or options to acquire such Shares.
In connection with delivering this opinion, we have
reviewed the following documents:
1. The Plans;
2. the Articles of Incorporation of TRB, as amended;
3. the Bylaws of TRB, as amended;
4. the minute book of TRB;
5. the resolutions adopted by the Board of Directors of
TRB on February 24, 2000 and March 30, 2000;
6. Action by Written Consent of Sole Shareholder of TRB
dated February 25, 2000;
7. a specimen TRB Common Stock certificate; and
8. a corporate subsistence certificate dated May 18, 2000
issued by the Secretary of the Commonwealth of
Pennsylvania with respect to TRB.
The documents identified in Paragraphs 1 through 8 above
are hereinafter referred to collectively as the "TRB Documents."
Based upon the foregoing and subject to the qualifications,
limitations, assumptions and exceptions hereinafter set forth,
it is our opinion that:
1. TRB has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
Commonwealth of Pennsylvania.
2. The Shares have been duly authorized and, when
issued and delivered by TRB in accordance with the Plans, will
be validly issued, fully paid and non-assessable.
____________________________
The opinions expressed herein are subject in all respects
to the following qualifications, limitations, assumptions and
exceptions:
1. We have assumed for purposes of providing this
opinion that the records and other information made available to
us by the parties, and upon which we have relied, are true,
complete and accurate in all respects.
2. In the course of our review, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or
photostatic copies and the accuracy of all representations and
other statements of fact set forth in the TRB Documents.
3. We have made no independent factual investigation
for purposes of providing the opinions expressed herein, other
than as set forth above.
4. The opinions set forth herein are based and rely
upon the current state of the law and, in all respects, are
subject to and may be limited by future legislation, as well as
by developing case law. These opinions speak as of the date
hereof. We assume no obligation to update or supplement our
opinions set forth herein to reflect any facts or circumstances
that may hereafter come to our attention, or any changes in laws
that may hereafter occur.
5. The opinions set forth herein relate solely to the
laws of the Commonwealth of Pennsylvania and the United States
of America, and no opinions are expressed with respect to the
laws of any other jurisdiction.
6. We call to your attention that the offer and sale
of the Shares under the Plans has not been registered under the
Securities Act of 1933, as amended, and we express no opinion as
to whether any such offer or sale complies with such Act or the
regulations thereunder.
_________________________
This opinion has been delivered to you solely for your use
as transfer agent for the Shares, and may not be used, quoted or
relied upon by you for any other purpose, disclosed by you to
any other person, or relied upon by any other person without our
express prior written consent.
Very truly yours,
STEVENS & LEE
