EXHIBIT 5.1
August 11, 2000
Board of Directors
Peoples First, Inc.
24 South Third Street
Financial Services Corp.
Oxford, Pennsylvania 19363
Re: Registration Statement on Form S-3
Dividend Reinvestment and Stock Purchase Plan
Gentlemen:
In connection with the proposed offering of up to 200,000
shares of common stock, $1.00 par value (the "Common Stock"), by
Peoples First, Inc. (the "Company"), covered by the Company's
Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, with respect to
the Company's Dividend Reinvestment and Stock Purchase Plan (the
"Plan"), we, as counsel to the Company, have reviewed:
(1) the Articles of Incorporation of the Company;
(2) the Bylaws of the Company;
(3) resolutions adopted by the Board of Directors of the
Company relating to the Registration Statement;
(4) the Registration Statement; and
(5) copies of the certificates representing shares of the
Common Stock.
Based upon our review of the foregoing, it is our opinion
that:
(a) the Company has been duly incorporated under the laws
of the Commonwealth of Pennsylvania and is validly
existing and in good standing under the laws of such
Commonwealth; and
(b) the Common Stock covered by the Registration Statement
has been duly authorized and, when issued pursuant to
the terms of the Plan as described in the Registration
Statement, will be legally issued by the Company and
fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us under the
heading "LEGAL MATTERS" in the related Prospectus. In giving
this consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
STEVENS & LEE
/s/ Stevens & Lee
Board of Directors
Peoples First, Inc.
August 11, 2000
Page 2
