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Exhibit 5
June 26, 2000
Citizens Banking Corporation
328 S. Saginaw Street
Flint, Michigan 48502
Ladies and Gentlemen:
I have served as counsel to Citizens Banking Corporation (the
"Company") in connection with the Registration Statement on Form S-8 to be filed
by the Company with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, with respect to the issuance in the manner described in
the Registration Statement of 555,000 shares of the Company's Common Stock,
without par value (the "Common Stock"), pursuant to the Company's All-Employee
Stock Option Plan (the "Plan").
I have examined and relied upon the originals, or copies certified or
otherwise identified to my satisfaction, of such corporate records, documents,
certificates and other instruments as in my judgment are necessary or
appropriate to enable me to render the opinions expressed below.
Based upon such examination and my participation in the preparation of
the Registration Statement, it is my opinion that (1) the Company is duly
incorporated and validly existing as a corporation in good standing under the
laws of Michigan and (2) the shares of Common Stock reserved for issuance under
the Plan, when issued in the manner described in the Registration Statement,
will be validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Thomas W. Gallagher
Thomas W. Gallagher, Esq., Senior Vice President,
General Counsel and Secretary
