EXHIBIT 5
Britton & Koontz Capital Corporation
October 25, 2000
Page 1
[PHELPS DUNBAR, L.L.P. LETTERHEAD]
October 25, 2000
Britton & Koontz Capital Corporation
500 Main Street
Natchez, MS 39120
To the Board of Directors:
In our capacity as counsel for Britton & Koontz Capital Corporation, a
Mississippi corporation ("Britton & Koontz"), we have represented Britton &
Koontz in the negotiation of the proposed Merger (the "Merger") of Louisiana
Bancshares, Inc., a Louisiana corporation ("Louisiana Bancshares"), with and
into Britton & Koontz, and the issuance of shares of common stock, par value
$2.50 per share, of Britton & Koontz in connection with the merger. Pursuant to
the merger, the holders of shares of common stock of Louisiana Bancshares will
receive up to 368,795 shares of Britton & Koontz common stock (the "Shares").
In furnishing this opinion, we have examined such documents and have
made such investigation of matters of fact and law as we have deemed necessary
or appropriate to provide a basis for the opinions set forth herein. In such
examination and investigation, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted as originals, and the conformity to original documents of
all documents submitted as certified or photostatic copies. In rendering this
opinion, we do not express any opinion concerning any law other than the law of
the State of Mississippi and the federal law of the United States, and we do not
express any opinion, either implicitly or otherwise, on any issue not expressly
addressed below. Based upon and limited by the foregoing, and based upon legal
considerations that we deem relevant and upon laws or regulations in effect as
the date hereof, we are of the opinion that:
1. Britton & Koontz has been duly incorporated and is validly existing and in
good standing under the laws of the State of Mississippi.
2. The Shares have been duly authorized and, upon issuance thereof pursuant to
the terms of the Agreement and Plan of Merger by and between Britton &
Koontz and Louisiana Bancshares, will be, validly issued, fully paid and
non-assessable.
We hereby expressly consent to the filing of this opinion with the
Securities & Exchange Commission as an exhibit to the registration statement and
to the reference to this opinion therein. This opinion is being furnished to you
pursuant to the filing of the registration statement
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Britton & Koontz Capital Corporation
October 25, 2000
Page 2
and may not be relied upon by any other person or used for any other purpose,
except as provided for in the preceding paragraph.
Very truly yours, PHELPS
DUNBAR, L.L.P.
/s/ Phelps Dunbar, L.L.P.
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