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Exhibit 5.1
NATIONAL BANCSHARES CORPORATION OF TEXAS
12400 Highway 281 North
San Antonio, Texas 78216-2811
(210) 403-4200
(210) 403-4274
October 3, 2000
National Bancshares Corporation of Texas
12400 Highway 281 North
San Antonio, Texas 78216-2811
Re: Registration Statement on Form S-8 for the National
Bancshares Corporation of Texas 1995 Stock Option Plan
Gentlemen:
I am Senior Vice President and General Counsel for National Bancshares
Corporation of Texas (the "Company") and have served as counsel, along with
the law firm of Cox & Smith Incorporated, in connection with the preparation
for filing with the Securities and Exchange Commission of the Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act
of 1933, as amended. The Registration Statement relates to an aggregate of
205,000 shares (the "Shares") of the common stock, par value $.001 per share
("Common Stock"), of the Company. The Shares are issuable pursuant to the
National Bancshares Corporation of Texas 1995 Stock Plan (the "Plan").
I have examined such corporate records, documents, instruments and
certificates of the Company as I have deemed necessary, relevant or
appropriate to enable me to render the opinion expressed herein. In such
examination, I have assumed the genuineness of all signatures and the
authenticity of all documents, instruments, records and certificates
submitted to us as copies or originals.
Based upon the foregoing, I am of the opinion that the Shares will have
been duly authorized and legally issued and will constitute fully paid and
nonassessable shares of Common Stock of the Company when issued in accordance
with the Plan.
I hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, I do not admit that I come
within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, the rules or regulations of the
Securities and Exchange Commission promulgated thereunder or any similar
provisions of any state securities laws or regulations.
Very truly yours,
By: /s/ Morris D. Weiss
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Senior Vice President, General Counsel
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