Exhibit 5.1
[Wyche, Burgess, Freeman & Parham Letterhead]
December 29, 2000
The South Financial Group, Inc.
102 South Main Street
Greenville, South Carolina 29601
Re: Opinion re Legality of shares issued pursuant to the
Registration Statement on Form S-8 of the Anchor Financial
Corporation and The Anchor Bank Non-Qualified Stock Option
Plan of 1988; the Anchor Financial Corporation, The Anchor
Bank and The Anchor Bank of North Carolina Incentive Stock
Option Plan of 1994; and the Anchor Financial Corporation, The
Anchor Bank and The Anchor Bank of North Carolina Incentive
Stock Option Plan of 1996 (the "Plans")
Ladies and Gentlemen:
The opinion set forth below is rendered with respect to the 820,276
shares, $1.00 par value, of common stock of The South Financial Group, Inc. (the
"Company"), that will be registered with the Securities and Exchange Commission
by the above-referenced Registration Statement on Form S-8 pursuant to the
Securities Act of 1933, as amended, in connection with the Plans. We have
examined the Company's Articles of Incorporation, and all amendments thereto,
and the Company's By-Laws, as amended, and reviewed the records of the Company's
corporate proceedings. We have made such investigation of law as we have deemed
necessary in order to enable us to render this opinion. With respect to matters
of fact, we have relied upon information provided to us by the Company and no
further investigation. With respect to all examined documents, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to authentic originals of all documents
submitted to us as copies and the accuracy and completeness of the information
contained therein.
Based on and subject to the foregoing and subject to the comments,
limitations and qualifications set forth below, we are of the opinion that upon
satisfaction of the exercisability and other conditions set forth in the Plan
and in the applicable stock option agreement or letter and payment of the
applicable exercise price, shares of the Company's common stock covered by the
above-referenced Registration Statement that are issued after the date hereof
under and in compliance with the terms of the Plan will be legally issued, fully
paid to the Company and non-assessable.
The foregoing opinion is limited to matters governed by the laws of the
State of South Carolina in force on the date of this letter. We express no
opinion with regard to any matter that may be (or that purports to be) governed
by the laws of any other state or jurisdiction or any political subdivision of
the State of South Carolina. In addition, we express no opinion with respect to
any matter arising under or governed by the South Carolina Uniform Securities
Act, as amended, any law respecting disclosure or any law respecting any
environmental matter.
This opinion is rendered as of the date of this letter and applies only
to the matters specifically covered by this opinion, and we disclaim any
continuing responsibility for matters occurring after the date of this letter.
<PAGE>
Except as noted below, this opinion is rendered solely for your benefit
in connection with the above-referenced Registration Statement on Form S-8
respecting shares of the Company's common stock to be issued under the Plan and
may not be relied upon, quoted or used by any other person or entity, other than
participants in the Plan, or for any other purpose without our prior written
consent.
We consent to the use of this opinion as an exhibit to the
above-referenced Registration Statement on Form S-8 respecting shares of the
Company's common stock to be issued under the Plan. We also consent to the use
of our name under the heading "Item 5:
Interests of Named Experts and Counsel."
Very truly yours,
/s/ WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
