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Exhibit 5
M&T Bank Corporation
One M&T Plaza
Buffalo, New York 14203
November 13, 2000
Board of Directors
M&T Bank Corporation
One M&T Plaza
Buffalo, New York 14203
Ladies and Gentlemen:
Reference is made to the Post-Effective Amendment No. 1 on Form S-8
to the Registration Statement on Form S-4 (File No. 333-40640) (the
"Registration Statement") of M&T Bank Corporation (the "Corporation") related
to 1,300,331 shares of the Corporation's common stock, par value $0.50 per
share ("Common Stock"), which are to be offered pursuant to stock options
granted under the following stock incentive plans, stock option plans, stock
option agreement and stock compensation plan (collectively, the "Plans"), plus
the number of shares, if any, that may be granted under reload rights contained
in certain options granted under the Plans:
- Keystone Financial, Inc. 1997 Stock Incentive Plan
- Keystone Financial, Inc. 1992 Stock Incentive Plan
- Keystone Financial, Inc. 1988 Stock Incentive Plan
- Keystone Financial, Inc. 1995 Non-Employee Directors'
Stock Option Plan
- Keystone Financial, Inc. 1990 Non-Employee Directors'
Stock Option Plan
- Financial Trust Corp Stock Option Plan of 1992
- Financial Trust Corp Non-Employee Director Stock Option
Plan of 1994
- Amended and Restated Nonqualified Stock Option Agreement
with Donald E. Stone
- Elmwood Bancorp, Inc. Key Employee Stock Compensation
Program
I have been requested to furnish an opinion to be included as Exhibit
5 to the Registration Statement. In conjunction with the furnishing of this
opinion, I have examined such corporate documents and have made such
investigation of matters of fact and law as I have deemed necessary to render
this opinion.
I am admitted to practice law in the State of New York and do not
purport to be an expert on or to express any opinion on any laws other than the
laws of the State of New York and the
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federal laws of the United States of America. This opinion speaks as of today's
date and is limited to present statutes, regulations and judicial
interpretations. In rendering this opinion, I assume no obligation to revise or
supplement this opinion should the present laws be changed by legislative or
regulatory action, judicial decision or otherwise.
Based upon such examination and investigation, and upon the
assumptions that there will be no material changes in the documents examined and
matters investigated and that at the time of issuance there will be authorized
but unissued shares of Common Stock available to the Corporation in sufficient
amounts, I am of the opinion that the shares of Common Stock referred to above
have been duly authorized by the Corporation and that, when issued in accordance
with the terms of the Plans and for AN amount that is not less than the
applicable par value of the Common Stock at the time of issuance, will be
legally issued, fully paid and non-assessable.
I consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
This letter does not address any matters other than those expressly
addressed herein. This letter is given for your sole benefit and use. No one
else is entitled to rely hereupon.
Very truly yours,
/s/ Richard A. Lammert
Richard A. Lammert Senior Vice President and
General Counsel
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