June 28, 2000
Synovus Financial Corp.
901 Front Avenue, Suite 301
Columbus, Georgia 31901
Ladies and Gentlemen:
As Senior Vice President and Senior Deputy General Counsel of Synovus
Financial Corp. (the "Registrant"), I am familiar with the preparation and
filing of the Registrant's Registration Statement on Form S-8, pursuant to which
the Registrant proposes to register 11,000,000 shares of its $1.00 par value
common stock ("Registrant's Common Stock") issued pursuant to the Synovus
Financial Corp. 2000 Employee Long-Term Incentive Plan.
I have examined, and am familiar with, the originals or copies,
certified or otherwise, of the documents, corporate records and other
instruments of the Registrant relating to the Registrant's Common Stock issued
pursuant to the Plan which I deem relevant and which form the basis of the
opinion hereinafter set forth.
I am of the opinion that under the laws of the State of Georgia, the
jurisdiction in which the Registrant is incorporated and the jurisdiction in
which the Registrant has its principal office, the shares of Registrant's Common
Stock offered under the Plan will, when issued in accordance with the terms of
such Plan, be duly authorized, validly issued and outstanding, and will be fully
paid and non-assessable shares of the Registrant's Common Stock, and no personal
liability will attach to the holders of any of the shares of the Registrant's
Common Stock.
The undersigned counsel to the Registrant hereby consents to the use of
my opinion as Exhibit 5 to the aforesaid Registration Statement.
Sincerely,
/s/Kathleen Moates
Kathleen Moates
KM/bmk
Exhibit 5
