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EXHIBIT 5.1
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303
(404) 572-6600
August 17, 2000
Pinnacle Financial Partners, Inc.
3401 West End Avenue, Suite 306
Nashville, Tennessee 37203
RE:REGISTRATION OF 178,500 SHARES OF COMMON STOCK;
REGISTRATION STATEMENT ON FORM SB-2
Ladies and Gentlemen:
We have acted as counsel to Pinnacle Financial Partners, Inc. (the
"Company"), a Tennessee corporation, in connection with the registration under
the Securities Act of 1933, as amended, pursuant to the Company's Registration
Statement on Form SB-2 (the "Registration Statement"), of 178,500 shares (the
"Shares") of common stock, $1.00 par value (the "Common Stock"), of the Company.
In this capacity, we have examined the Registration Statement and the
Company's Registration Statement on Form SB-2 (Registration No. 333-38018) in
the form filed by the Company with the Securities and Exchange Commission (the
"Commission") on May 30, 2000, as amended on July 12, 2000 and August 15, 2000,
and originals or copies, certified or otherwise identified to our satisfaction,
of corporate records, agreements, documents and other instruments of the Company
relating to the authorization and issuance of the Shares, and such other matters
as we have deemed relevant and necessary as a basis for the opinion hereinafter
set forth.
In conducting our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, 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
authenticity of the originals of such documents.
Based upon the foregoing, and in reliance thereon, and subject to the
limitations and qualifications set forth herein, we are of the opinion that the
Shares, when issued and delivered against payment therefor in accordance with
the terms of the Underwriting Agreement, will be legally and validly issued,
fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus, which is incorporated by reference in the
Registration Statement. We further consent to the use of this opinion as an
exhibit to applications to securities commissioners of various states of the
United States for registration or qualification of the States under the
securities or "Blue Sky" laws of such states.
Very truly yours,
/s/ POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
