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Exhibit 5.0
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LEcLAIR RYAN
A Professional Corporation
Attorneys At Law
707 EAST MAIN STREET, ELEVENTH FLOOR
RICHMOND, VIRGINIA 23219
(804) 783-2003
www.leclairryan.com
October 6, 2000
F&M National Corporation
9 Court Square
Winchester, Virginia 22601
Ladies and Gentlemen:
We have acted as counsel to F&M National Corporation, a Virginia
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-4 of the Company (the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission"), relating
to the registration under the Securities Act of 1933 (the "Securities Act") of a
maximum of 3,229,486 shares (the "Shares") of the Company's common stock
issuable pursuant to the Agreement and Plan of Reorganization, dated as of July
5, 2000, by and between the Company and Atlantic Financial Corp ("Atlantic
Financial"), and the related Plan of Merger (collectively, the "Agreement"),
whereby each share of Atlantic Financial common stock will be exchanged for
0.753 shares of Company common stock pursuant to the terms set forth in the
Agreement.
In connection with this opinion, we have considered such questions of
law as we have deemed necessary as a basis for the opinions set forth below, and
we have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of the following:
. the Registration Statement;
. the Articles of Incorporation and Bylaws of the Company, as amended
and as currently in effect;
. certain resolutions of the Board of Directors of the Company
relating to the issuance of the Shares and the other transactions
contemplated by the Registration Statement;
. the Agreement; and
. such other documents as we have deemed necessary or appropriate as
a basis for the opinion set forth below.
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LECLAIR RYAN
F&M National Corporation
October 6, 2000
Page 2
In our examination, we have assumed the genuineness of all signatures, 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. As to any facts
material to this opinion that we did not independently establish or verify, we
have relied upon statements and representations of officers and other
representatives of the Company and others.
Based upon the foregoing, we are of the opinion that if and when issued in
exchange for shares of Atlantic Financial common stock pursuant to the terms of
the Agreement and under the circumstances contemplated by the Registration
Statement, the Shares will be validly issued, fully paid and non-assessable.
The law covered by the opinion set forth above is limited to the laws of
the Commonwealth of Virginia and the federal law of the United States of
America.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.0 to the Registration Statement and to the reference to our name under
the caption "Legal Matters" in the Proxy Statement/Prospectus constituting a
part of the Registration Statement.
Sincerely,
LECLAIR RYAN,
A Professional Corporation
