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Exhibit 5 - Opinion of Barley, Snyder, Senft & Cohen, LLC re: legality of the
securities
[ON BARLEY, SNYDER, SENFT & COHEN, LLC LETTERHEAD]
PAUL G. MATTAINI
Direct Dial Number: (717) 399-1519
E-mail: [email protected]
August 1, 2000
Fulton Financial Corporation
One Penn Square
Lancaster, PA 17604
Re: Form S-8 Registration Statement
Dear Ladies and Gentlemen:
We have acted as counsel to Fulton Financial Corporation ("Fulton") in
connection with the registration under the Securities Act of 1933, as amended,
by means of a registration statement on Form S-8 (the "Registration Statement"),
of 249,951 shares of the $2.50 par value common stock of FFC ("Common Stock"),
to be issued upon exercise of options previously granted by Skylands Financial
Corporation ("Skylands") pursuant to its 1991 Non-qualified Stock Option Plan,
1994 Amended and Restated Incentive Stock Option Plan, 1996 Incentive Stock
Option Plan, and 1997 Incentive Stock Option Plan (collectively the "Plans"),
and converted into options to purchase Common Stock of Fulton (the "Options")
upon the acquisition of Skylands by Fulton on August 1, 2000, pursuant to an
Agreement and Plan of Merger, dated as of February 23, 2000, and amended and
restated as of May 1, 2000 (the "Merger Agreement"), entered into between Fulton
and Skylands. The Registration Statement also registers an indeterminate number
of additional shares which may be necessary to adjust the number of shares
registered thereby for issuance as the result of a stock split, stock dividend
or similar adjustment of the outstanding Common Stock.
This Opinion Letter is provided pursuant to the requirements of
Item601(b)(5)(i) of Regulation S-K of the Securities and Exchange Commission for
inclusion 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 American Bar Association's
Section of Business Law (1991), as supplemented or modified by the Pennsylvania
Third-Party Legal Opinion Supplement (the "Pennsylvania Supplement") of the
Pennsylvania Bar Association's Section of Corporation, Banking and Business Law
(1992). As a consequence, this Opinion Letter is
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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 shall be read in
conjunction therewith. The Law covered by the opinions expressed herein is
limited to the federal law of the United States of America and the law of the
Commonwealth of Pennsylvania. Except as otherwise indicated herein, capitalized
terms used in this Opinion Letter are defined and set forth in the Merger
Agreement, the Accord or the Pennsylvania Supplement. Our opinions herein are
subject to the following conditions and assumptions, in addition to those set
forth in the Accord and the Pennsylvania Supplement:
(1) The shares of Common Stock issuable pursuant to the exercise of the
Options will continue to be validly authorized on the dates the Common Stock is
issued pursuant to the exercise of the Options;
(2) On the dates the Options are exercised, the Options will constitute
valid, legal and binding obligations of Fulton and will (subject to applicable
bankruptcy, moratorium, insolvency, reorganization and other laws and legal
principles affecting the enforceability of creditors' rights generally) be
enforceable as to Fulton in accordance with their terms;
(3) No other change occurs in applicable law or the pertinent facts; and
(4) The provision of "blue sky" and other securities laws as may be
applicable have been complied with to the extent required.
Based upon and subject to the foregoing, and subject to the assumptions set
forth herein, we are of the opinion that the shares of Common Stock to be issued
pursuant to the exercise of the Options have been duly authorized and, upon
receipt by Fulton of the consideration required thereby, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Paul G. Mattaini
Paul G. Mattaini
