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EXHIBIT 5
December 18, 2000
Hudson Valley Holding Corp.
21 Scarsdale Road
Yonkers, New York 10707
Ladies and Gentlemen:
We have acted as counsel for Hudson Valley Holding Corp., a New York
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-8 (the "Registration Statement") pursuant to the Securities
Act of 1933 (the "Securities Act"), with respect to up to 825,115 shares of
common stock, par value $.20 (the "Common Stock"), of the Company, as described
in the Registration Statement.
In rendering this opinion, we have examined and relied upon originals
or copies, certified or otherwise identified to our satisfaction of such
records, documents, certificates and other instruments, including but not
limited to: (i) the Amended and Restated Certificate of Incorporation of the
Company, (ii) the Bylaws of the Company, (iii) the 1992 Stock Option Plan, and
(iv) certain minutes of the corporate proceedings of the Board of Directors and
shareholders of the Company, and have made such investigation of law as in our
judgment is necessary or appropriate to enable us to render the opinions
expressed below.
We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to the originals of all documents submitted to us as
copies.
The opinions set forth below are based on, and limited to, the law of
the State of New York and no opinion is expressed as to the laws of any other
jurisdiction.
Based on and subject to the foregoing, we are of the opinion that the
shares of Common Stock, when issued upon the exercise of options in accordance
with the terms of the 1992 Stock Option Plan and as contemplated by the
Registration Statement, will be duly authorized and legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, we do not hereby admit that we
are within the category of persons whose consent is required by Section 7 of the
Securities Act. This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our express written consent.
Very truly yours,
/s/ Day, Berry & HOWARD LLP
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DAY, BERRY & HOWARD LLP
BJR:CJB
