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EXHIBIT 5.1
May 24, 2000
To the Board of Directors
of F.N.B. Corporation
We refer to the Form S-8 Registration Statement under the Securities
Act of 1933 to be filed by F.N.B. Corporation ("FNB") with the Securities and
Exchange Commission on or about May 24, 2000 relating to the issuance and sale
of up to 300,000 shares of common stock, par value $2.00 per share (the "Common
Stock"), of FNB pursuant to the F.N.B. Corporation 401(k) Plan. We have acted as
counsel to FNB in connection with the preparation and filing of such
Registration Statement, and have examined such records, certificates and
documents as we deemed relevant and necessary as a basis for the opinion set
forth below.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock to be issued, when issued in accordance with the terms of the
Registration Statement, will be validly issued, fully-paid and non-assessable
shares of Common Stock of FNB.
We hereby consent to the reference to us in the Prospectus of FNB
constituting part of FNB's Registration Statement on Form S-8 to be filed with
the Securities and Exchange Commission registering the Common Stock, and to the
inclusion of this letter as an exhibit to the Registration Statement.
This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991) as supplemented or modified by Part I, together with the
Forward and Glossary of the Pennsylvania Third Party Legal Opinion Supplement
(the "Pennsylvania Supplement") of the PBA Section of Corporation, Banking and
Business Law (1992). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord and the
Pennsylvania Supplement, and this Opinion Letter should be read in conjunction
therewith. Unless otherwise indicated, capitalized terms used in this Opinion
that are defined in the Accord or the Pennsylvania Supplement will have the same
meanings in this Opinion as the meanings set forth in the Accord or the
Pennsylvania Supplement, respectively (and, to the extent of a conflict between
the same, priority shall be given to the Accord and the Pennsylvania Supplement
in that order).
Yours very truly,
/s/ COHEN & GRIGSBY, P.C.
CJR:JWE
