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EXHIBIT 5
January , 2001
Community Banks, Inc.
150 Market Square
P. O. Box 350
Millersburg, PA 17061
Re: Community Banks, Inc.
Registration Statement on Form S-4
Gentlemen:
We have acted as counsel to Community Banks, Inc., a Pennsylvania
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-4, as amended (the "Registration Statement")
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), relating to the public offering of up to 1,259,457
shares of the Company's common stock, par value $5.00 per share (the "Common
Stock"). The Company will offer such shares in connection with the merger (the
"Merger") provided for in that Agreement and Plan of Merger dated November 7,
2000 among the Company, The Peoples State Bank, and The Glen Rock State Bank
(the "Agreement"). In this connection we have reviewed (a) the Registration
Statement, (b) the Company's Articles of Incorporation and By-laws, (c) a copy
of the Agreement, and (d) certain records of the Company's corporate
proceedings. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original of all documents submitted to us as copies
thereof.
Our opinion set forth below is limited to the Pennsylvania Business
Corporation Law of 1988, as amended.
In our opinion, the shares of Common Stock to be issued by the Company in
connection with the Merger, when issued by the Company in connection with the
Merger pursuant to the Agreement, will be legally issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such opinion, we do not thereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
James A. Ulsh
JAU:mk
