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Exhibit 5.1
BRUNINI, GRANTHAM, GROWER & HEWES, PLLC
ATTORNEYS AT LAW
ROBERT D. DRINKWATER 1400 TRUSTMARK BUILDING/
248 EAST CAPITOL STREET
JACKSON, MISSISSIPPI
39201(1911-1992)
DIRECT: 601-960-6852 POST OFFICE DRAWER 119
E-MAIL: [email protected] JACKSON, MISSISSIPPI
39205(1912-1986)
TELEPHONE: 601-948-3101
FACSIMILE: 601-960-6902
June 6, 2000
Trustmark Corporation
248 East Capitol Street
Jackson, MS 39201
Gentlemen:
We have acted as counsel to Trustmark Corporation, a Mississippi
corporation ("Trustmark") in connection with the preparation of Post Effective
Amendment No. 1 to its registration statement on Form S-8 as filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Registration Statement") which Registration Statement relates to
the proposed offer by Trustmark to certain of its employees of up to 300,000
additional shares (the "Shares") of the common stock of Trustmark issuable upon
the exercise of certain options which have been or may be granted under the
Trustmark 1997 Incentive Stock Option Plan (the "Plan"). This opinion is being
furnished to you to be included as an Exhibit to the Registration Statement.
We are of the opinion that the Shares have been duly authorized for
issuance and, when the Registration Statement has been declared effective and
the Shares issued in accordance with the Plan, such Shares will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement.
Very truly yours,
/s/ Robert D. Drinkwater
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Robert D. Drinkwater