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EXHIBIT 5.1
[K&S LETTERHEAD]
November 9, 2000
Synovus Financial Corp.
One Arsenal Place, Suite 301
901 Front Avenue
Columbus, Georgia 31901
Re: Synovus Financial Corp.
Registration Statement on Form S-3
relating to $200,000,000 aggregate principal amount
of Senior Notes Due 2005
Ladies and Gentlemen:
We are counsel to Synovus Financial Corp., a Georgia corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
proposed offer and sale of up to $200,000,000 of Senior Notes Due 2005 of the
Company (the "Notes").
In our capacity as such counsel, we have reviewed the form of Indenture
(the "Indenture") to be entered into by the Company and The Bank of New York, a
New York banking corporation, as trustee (the "Trustee"). We have also reviewed
such matters of law and examined original, certified, conformed or photographic
copies of such other documents, records, agreements and certificates as we have
deemed necessary as a basis for the opinions hereinafter expressed. In such
review, we have assumed the genuineness of signatures on all documents submitted
to us as originals and the conformity to original documents of all copies
submitted to us as certified, conformed or photographic copies, and, as to
certificates of public officials, we have assumed the same to have been properly
given and to be accurate. As to matters of fact material to this opinion, we
have relied, without independent investigation, upon statements and
representations of representatives of the Company, the Trustee and of public
officials.
For purpose of the opinion below, we have assumed that the execution
and delivery of, and the performance of all obligations under, the Indenture
have been duly authorized by all requisite action by each party thereto, and
that when the Notes are executed, authenticated, issued and delivered, the
Indenture will have been executed and delivered by, and will be a valid
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Synovus Financial Corp.
November 9, 2000
Page 2
and binding agreement of, such parties, enforceable against such parties in
accordance with its terms.
This opinion is limited in all respects to the laws of the State of New
York, and no opinion is expressed with respect to the laws of any other
jurisdiction or any effect which such laws may have on the opinions expressed
herein. This opinion is limited to the matters stated herein, and no opinion is
implied or may be inferred beyond the matters expressly stated herein.
Based upon the foregoing, and subject to all of the assumptions,
limitations and qualifications set forth herein, we are of the opinion that, the
issuance, execution and delivery of the Notes have been duly authorized by the
Company, and when executed, authenticated, issued and delivered in the manner
provided for in the Indenture, will constitute legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and general equitable principles.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur, which could affect the
opinions contained herein. This opinion may not be furnished to or relied upon
by any person or entity for any purpose without our prior written consent.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is included in the Registration Statement.
Very truly yours,
/s/ King & Spalding
