EXHIBIT (5.1)
[LETTERHEAD OF WACHOVIA CORPORATION]
January 5, 2001
Wachovia Corporation
100 North Main Street
P.O. Box 3099
Winston-Salem, North Carolina 27150
Re: Registration Statement on Form S-4
Gentlemen:
I am familiar with the proceedings taken by Wachovia Corporation (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission of a Registration Statement on Form S-4 (the "Registration
Statement") under the Securities Act of 1933, as amended, pertaining to the
issuance of up to 7,945,000 shares of the Company's Common Stock, par value
$5.00 per share (the "Shares"), pursuant to the terms of the Agreement and Plan
of Merger, dated as of October 29, 2000, by and between the Company and Republic
Security Financial Corporation (the "Merger Agreement").
As counsel for the Company, I have reviewed the Registration Statement
and the Merger Agreement, and I have examined and am familiar with the records
relating to the organization of the Company, including its articles of
incorporation, by-laws and all amendments thereto, and the records of all
proceedings taken by the Board of Directors of the Company pertinent to the
rendering of this opinion.
Based on the foregoing, and having regard for such legal considerations
as I have deemed relevant, I am of the opinion that the Shares have been duly
authorized and, upon issuance in accordance with the terms of the Merger
Agreement, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the listing of my name in the Proxy
Statement/Prospectus.
Sincerely,
/s/ William M. Watson, Jr.
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William M. Watson, Jr.
Senior Vice President
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