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EXHIBIT 5
[LETTERHEAD OF DUANE, MORRIS & HECKSCHER LLP]
[form of opinion]
__________, 2000
NBT Bancorp Inc.
52 South Broad Street
Norwich, New York 13815
Gentlemen:
We have acted as counsel to NBT Bancorp Inc., a Delaware corporation
("NBT") in connection with the Agreement and Plan of Merger dated as of April
19, 2000, and amended as of May 17, 2000 (the "Plan of Merger") between NBT and
BSB Bancorp, Inc., a Delaware corporation ("BSB"), whereby BSB will be merged
with and into NBT, with NBT being the surviving corporation (the "Merger"). At
its special meeting of stockholders, NBT will request its stockholders to
consider and approve the Plan of Merger. Approval by the NBT stockholders of the
Plan of Merger will constitute approval by them of an amended Certificate of
Incorporation of NBT which provides for the change of NBT's name to a name to be
determined prior to completion of the Merger and the increase of the authorized
common stock from 30,000,000 shares to 100,000,000 shares and of the authorized
preferred stock from 2,500,000 shares to 5,000,000 shares. At the effective time
of the Merger, the outstanding shares of BSB common stock, par value $.01 per
share ("BSB Common Stock"), will be canceled and immediately converted into the
right of holders of BSB Common Stock to receive, in exchange for each share of
BSB Common Stock, two shares of NBT common stock, $.01 par value per share ("NBT
Common Stock"), or approximately 20.5 million shares (the "Shares") of NBT
Common Stock for all of the outstanding shares of BSB Common Stock.
We are also acting as counsel to NBT in connection with the Registration
Statement on Form S-4 (the "Registration Statement") to be filed by NBT with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended, the Shares into which outstanding shares of
BSB Common Stock will be converted upon effectiveness of the Merger. This
opinion is being furnished for the purpose of being filed as an exhibit to the
Registration Statement.
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NBT Bancorp Inc.
July __, 2000
Page 2
In connection with this opinion, we have examined, among other things:
(1) an executed copy of the Plan of Merger;
(2) a copy certified to our satisfaction of the Certificate of
Incorporation of NBT as in effect on the date hereof;
(3) copies certified to our satisfaction of resolutions adopted
by the Board of Directors of NBT on April 19, 2000,
including resolutions approving the Plan of Merger, the
issuance of the Shares, the amendments to NBT's Certificate
of Incorporation changing the name of NBT and authorizing
additional shares of NBT capital stock; and
(4) such other documents, corporate proceedings, and statutes as
we considered necessary to enable us to furnish this
opinion.
We have assumed for the purpose of this opinion that:
(1) the Plan of Merger has been duly and validly authorized,
executed, and delivered by BSB, and such authorization
remains fully effective and has not been revised, superseded
or rescinded as of the date of this opinion;
(2) the Merger will be consummated in accordance with the terms
of the Plan of Merger; and
(3) NBT will file with the Secretary of State of Delaware on a
timely basis its Certificate of Merger.
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. We have assumed that the certifications and representations dated
earlier than the date hereof on which we have expressed reliance herein continue
to remain accurate, insofar as material to our opinions, from such earlier date
through the date hereof.
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NBT Bancorp Inc.
July __, 2000
Page 3
Based upon the foregoing, we are of the opinion that the Shares to be
issued by NBT as described in the Registration Statement, when and to the extent
issued in accordance with the Plan of Merger, will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Joint Proxy Statement/Prospectus forming a part of the
Registration Statement.
Very truly yours,
