Exhibit 5.1
[LETTERHEAD OF STEVENS & LEE, P.C.]
July 25, 2000
Board of Directors
Peoples First, Inc.
24 South Third Street
Oxford , Pennsylvania 19363-0500
Re: Registration Statement on Form S-4MEF
Peoples First, Inc.
Gentlemen:
You have requested our opinion with respect to certain
matters in connection with the filing by Peoples First, Inc., a
Pennsylvania corporation (the "Company"), of an abbreviated
registration statement pursuant to Rule 462(b) promulgated under
the Securities Act of 1933, as amended (the "Registration
Statement") with the Securities and Exchange Commission (the
"Commission") on July 25, 2000, covering the issuance of an
additional 50,000 shares (the "Shares") of the Company's common
stock (the "Common Stock") in connection with the Company's
earlier effective Registration Statement No. 333-30640 on
Form S-4.
In connection with this opinion, we, as special 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 authorizing the filing of the Registration Statement;
(4) the Registration Statement and Related Prospectus
incorporated by reference therein; and
(5) copies of the form of stock certificate representing
the Shares.
Based solely upon our review of the foregoing, it is our
opinion that the Common Stock covered by the Registration
Statement has been duly authorized and, when issued pursuant to
the terms described in the Registration Statement, will be
legally issued by the Company and fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our
name wherever appearing in the Registration Statement, including
the Prospectus constituting a part thereof, and in any amendment
thereto.
Sincerely,
/s/ STEVENS & LEE, P.C.
07/25/00/SL1 75995v1/33608.006
