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EXHIBIT 5
LONG ALDRIDGE & NORMAN LLP
303 Peachtree Street, N.E.
Suite 5300
Atlanta, Georgia 30308
December 13, 2000
Board of Directors
Eagle Bancshares, Inc.
4419 Cowan Road
Tucker, Georgia 30084-4441
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Eagle Bancshares, Inc., a Georgia
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 (the "Registration Statement") and the filing thereof with the Securities
and Exchange Commission (the "Commission"). Pursuant to the Registration
Statement, the Company intends to register under the Securities Act of 1933, as
amended, a total of 73,000 shares of Common Stock, par value $1.00 per share, of
the Company (the "Shares"). The Shares represent (a) 48,000 additional shares
that may be acquired pursuant to options or awards granted in the future
pursuant to the Eagle Bancshares, Inc. 1995 Employees Stock Incentive Plan, as
amended and restated (the "1995 Plan"); and (b) 25,000 shares of Common Stock
that may be acquired pursuant to awards that may be granted in the future
pursuant to the Eagle Bancshares, Inc. 2000 Restricted Stock Plan (the "RSP").
The opinion hereinafter set forth is given at the request of the
Company pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K. The
only opinion rendered by this firm consists of the matter set forth in numbered
paragraph (1) below (our "Opinion"), and no opinion is implied or to be inferred
beyond such matters. Additionally, our Opinion is based upon and subject to the
qualifications, limitations and exceptions set forth in this letter.
Our Opinion is furnished for the benefit of the Company solely with
regard to the Registration Statement, may be relied upon by the Company only in
connection with the Registration Statement and may not otherwise be relied upon,
used, quoted or referred to by or filed with any other person or entity without
our prior written permission.
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Board of Directors
December 13, 2000
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In rendering our Opinion, we have examined such agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express our Opinion, including, without limitation, the
record of corporate proceedings, the 1995 Plan and the RSP. In making all of our
examinations, we assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as copies, and the due execution and
delivery of all documents by any persons or entities where due execution and
delivery by such persons or entities is a prerequisite to the effectiveness of
such documents.
As to various factual matters that are material to our Opinion, we have
relied upon the factual statements set forth in a certificate of officers of the
Company. We have not independently verified or investigated, nor do we assume
any responsibility for, the factual accuracy or completeness of such factual
statements.
The members of this firm are admitted to the Bar of the State of
Georgia and are duly qualified to practice law in that state. We do not herein
express any opinion concerning any matter respecting or affected by any laws of
any state other than the State of Georgia as now in effect and that, in the
exercise of professional judgment, are normally considered in transactions such
as issuance of the Shares. The Opinion hereinafter set forth is based upon
pertinent laws and facts in existence as of the date hereof, and we expressly
disclaim any obligation to advise you of changes to such pertinent laws or facts
that hereafter may come to our attention.
Based upon and subject to the foregoing, we are of the following
opinion:
(1) the Shares, when issued in accordance with the terms of the
1995 Plan and the RSP, as applicable, against payment in full
of the purchase price therefor, as applicable, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Long Aldridge & Norman LLP
LONG ALDRIDGE & NORMAN LLP
