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EXHIBIT 5.1
SHUTTS & BOWEN LLP
201 SOUTH BISCAYNE BLVD.
1500 MIAMI CENTER
MIAMI, FLORIDA 33131
June 19, 2000
Southern Community Bancorp
250 North Orange Avenue
Orlando, Florida 32801
Gentlemen:
Southern Community Bancorp, a Florida corporation (the "Company"), has
filed with the Securities and Exchange Commission a Registration Statement on
Form SB-2 (the "Registration Statement") (Registration No. 333-35548) under the
Securities Act of 1933, as amended (the "Act"). Such Registration Statement
relates to the sale by the Company of up to 1,050,000 shares of Common Stock,
par value $.01 per share (the "Common Stock"), of the Company. We have acted as
counsel to the Company in connection with the preparation and filing of the
Registration Statement.
In connection with the Registration Statement, we have examined,
considered and relied upon copies of the following documents (collectively, the
"Documents"): (i) the Company's Articles of Incorporation, as amended, and the
Bylaws, as amended; (ii) resolutions of the Company's Board of Directors
authorizing the offering and the issuance of the Common Stock to be sold by the
Company and related matters; (iii) the Registration Statement and schedules and
exhibits thereto; and (iv) such other documents and instruments that we have
deemed necessary for the expression of the opinions herein contained. In making
the foregoing examinations, we have assumed without investigation, the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to authentic original documents of all documents
submitted to us as copies, and the veracity of the Documents. As to various
questions of fact material to the opinion expressed below, we have relied, to
the extent we deemed reasonably appropriate, upon the representations or
certificates of officers and/or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independently
verifying the accuracy of such certificates, documents, records or instruments.
Based upon the foregoing examination, and subject to the qualifications
set forth below, we are of the opinion that the Common Stock to be sold by the
Company has been duly and validly authorized, and when issued, delivered and
paid for as described in the Registration Statement, will be validly issued,
fully paid and non-assessable.
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Southern Community Bancorp
June 19, 2000
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Although we have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement, our engagement has been
limited to certain matters about which we have been consulted. Consequently,
there may exist matters of a legal nature involving the Company in which we have
not been consulted and have not represented the Company. We express no opinion
as to the laws of any jurisdiction other than the laws of the State of Florida.
The opinions expressed herein concern only the effect of the laws (excluding the
principles of conflict of laws) of the State of Florida as currently in effect.
This opinion letter is limited to the matters stated herein and no opinions may
be implied or inferred beyond the matters expressly stated herein. The opinions
expressed herein are given as of this date, and we assume no obligation to
update or supplement our opinions to reflect any facts or circumstances that may
come to our attention or any change in law that may occur or become effective at
a later date.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus comprising a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are included within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations promulgated thereunder.
Sincerely,
SHUTTS & BOWEN LLP
/s/ Alfred G. Smith, II
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Alfred G. Smith, II
