EXHIBIT 5.1
Opinion and Consent of Duane, Morris & Heckscher LLP
<PAGE>
[DUANE, MORRIS & HECKSCHER LLP LETTERHEAD]
August 28, 2000
NBT Bancorp Inc.
52 South Broad Street
Norwich, New York 13815
Gentlemen:
We have acted as special counsel to NBT Bancorp Inc. (the "Company"),
in connection with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, of a
registration statement on Form S-8 (the "Registration Statement") relative to
the offer and sale by the Company of up to 81,450 shares (the "Shares") of
common stock, $.01 par value per share ("Common Stock"), pursuant to the Pioneer
American Holding Company Corp. Stock Option Plan, as assumed by NBT Bancorp Inc.
(the "Plan").
As special counsel to the Company, we have examined and relied upon
originals or copies, authenticated or certified to our satisfaction, of all such
corporate records of the Company, including the resolutions of the Company's
board of directors and other records relating to the authorization,
registration, sale, and issuance of the Shares, communications or certifications
of public officials, certificates of officers, directors and representatives of
the Company and such other documents as we have deemed relevant and necessary as
the basis of the opinions expressed herein. In making such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
tendered to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares to be
issued by the Company, when issued in accordance with the terms and conditions
of the Plan, will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto.
Sincerely,
/s/ DUANE, MORRIS & HECKSCHER LLP
