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EXHIBIT 5.1
[SUNTRUST BANKS, INC. LETTERHEAD]
August 8, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As Senior Vice President, General Counsel and Corporate Secretary for SunTrust
Banks, Inc. (the "Company"), I am familiar with the preparation and filing of
the Company's Registration Statement on Form S-8 (the "Registration Statement"),
as filed with the Securities and Exchange Commission (the "Commission") on or
about August 9, 2000, with respect to 14,000,000 shares of the Company's common
stock, $1.00 par value per share (the "Plan Shares"), issuable pursuant to the
SunTrust Banks, Inc. 2000 Stock Plan (the "Plan") as referenced in the
Registration Statement.
I have reviewed the Plan and the Registration Statement, and I have examined and
am familiar with, the original or copies, certified or otherwise, of the
documents, corporate records and other instruments of the Company relating to
the proposed issuance of the Plan Shares which I deem relevant and which form
the basis of the opinion hereinafter set forth.
I am of the opinion that:
1. Under the laws of the State of Georgia, the jurisdiction in which
the Company is incorporated and the jurisdiction in which the Company has its
principal office, the Company is duly incorporated, validly existing and in good
standing; and
2. The issuance of the Plan Shares has been duly authorized by the
Company and, upon issuance pursuant to the terms of the Plan, the Plan Shares
will be legally issued and outstanding, fully paid and non-assessable, and no
personal liability will attach to the holders of the Plan Shares.
The undersigned counsel to the Company hereby consents to the filing of this
opinion with the Commission as Exhibit 5.1 to the Registration Statement.
Sincerely,
/s/ Raymond D. Fortin
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Raymond D. Fortin
