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EXHIBIT 5.1
OPINION OF HAYNIE RAKE & REPASS, P.C., SPECIAL COUNSEL TO REGISTRANT, DATED
SEPTEMBER 26, 2000, AS TO THE LEGALITY OF THE SHARES OF REGISTRANT'S COMMON
STOCK BEING REGISTERED
Haynie Rake & Repass, P.C.
14651 Dallas Parkway, Suite 136
Dallas, TX 75240
972-716-1855 Telephone
972-716-1850 Facsimile
September 26, 2000
ENB Bankshares, Inc.
5006 Verde Valley
Dallas, Texas 75240
Ladies and Gentlemen:
We have acted as special counsel to ENB Bankshares, Inc., a Texas
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), of a Registration Statement on Form S-4 (the "Registration
Statement") relating to the registration by the Company of an aggregate of
$2,500,000 of the Company's 9.5% convertible subordinated debentures and up to
505,750 shares of the Company's common stock, $5.00 par value per share, to be
issued in a reorganization involving Eagle National Bank, Dallas, Texas. The
debentures and the holding company common stock are collectively referred to as
the "securities."
In connection with the offering of the securities, we have examined,
among other things, such state laws and executed originals and/or photostatic
copies, certified or otherwise identified to our satisfaction as being true
copies of such documents, certificates and records as we deemed necessary and
appropriate for the purpose of preparing this opinion letter. As to various
questions of fact material to this opinion letter, where relevant facts were not
independently established, we have relied upon statements of officers of the
Company.
We have assumed 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 copies. We have assumed that all signatories were and are legally competent
to execute and deliver the documents executed by each of them.
Based upon and subject to the foregoing, and in reliance thereon, and
subject to the qualifications hereinafter expressed, we are of the opinion that
the securities have been duly authorized for issuance and, when issued, will be
validly issued, fully paid and nonassessable and, with respect to the
debentures, will be binding obligations of the Company.
We hereby consent to the inclusion of this opinion letter as part of
the Registration Statement. 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 Act, or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
We express no opinion as to the laws of any jurisdictions other than
the law of the State of Texas.
Sincerely,
/s/ HAYNIE RAKE & REPASS, P.C.
