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Exhibit 5
September 21, 2000
Mercantile Bankshares Corporation
Two Hopkins Plaza
Baltimore, Maryland 21203
Ladies and Gentlemen:
We have acted as counsel for Mercantile Bankshares Corporation
(the "Corporation") in connection with an Agreement and Plan of Affiliation and
Merger dated June 1, 2000 (the "Agreement") by and among the Corporation, The
Bank of Fruitland ("Fruitland") and Peninsula Bank, a wholly-owned affiliate of
the Corporation ("Peninsula"), pursuant to which Fruitland will become
affiliated with the Corporation by Fruitland's merger into Peninsula. We have
also acted as counsel to the Corporation in connection with the Corporation's
Registration Statement on Form S-4 (such Registration Statement, including all
exhibits thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), relating to the issuance of up to
1,100,000 shares of common stock (par value $2.00 per share) of the Corporation
(the "Shares") pursuant to 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: (i) the
Registration Statement; (ii) the Articles of Incorporation and By-Laws of the
Corporation, as amended and as currently in effect; (iii) certain resolutions of
the Board of Directors of the Corporation relating to the issuance of the Shares
and the other transactions contemplated by the Registration Statement; (iv) the
Agreement; and (v) such other documents as we have deemed necessary or
appropriate as a basis for the opinion set forth below. 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
Corporation and others.
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Mercantile Bankshares Corporation
September 21, 2000
Page 2
Based upon the foregoing, we are of the opinion that when
sold, issued and paid for as contemplated in the Registration Statement, the
Shares will be validly issued and will be fully paid and nonassessable.
The law covered by the opinion set forth above is limited to
the corporate law of the State of Maryland.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission (the "Commission") as Exhibit 5 to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act, or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ VENABLE, BAETJER AND HOWARD, LLP
