Exhibits 5 and 23.1
[WIILIAMS, MULLEN, CLARK & DOBBINS LETTERHEAD]
August 10, 2000
The Board of Directors
Central Virginia Bankshares, Inc.
2036 New Dorset Road
Powhatan, Virginia 23139
Re: Central Virginia Bankshares, Inc. 1998 Incentive Plan
Gentlemen:
This letter is delivered to you in connection with the actions taken
and proposed to be taken by Central Virginia Bankshares, Inc., a Virginia
corporation (the "Company"), with respect to the offer and sale from time to
time pursuant to the Central Virginia Bankshares, Inc. 1998 Incentive Plan (the
"Plan"), of common stock (the "Common Stock") of the Company in accordance with
the terms of the Plan. We have reviewed the Registration Statement on Form S-8
(the "Registration Statement") to be filed by the Company with the Securities
and Exchange Commission to effect the registration of the Common Stock under the
Securities Act of 1933, as amended.
In this regard, we have examined such corporate proceedings, records
and documents as we have deemed necessary or advisable in connection with the
opinions set forth herein.
Based upon such examination, it is our opinion that the Common Stock
which constitutes original issuance securities, when issued pursuant to the
Registration Statement and the terms and conditions of the Plan, will be legally
issued, fully paid and non-assessable under the current laws of the Commonwealth
of Virginia.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm as counsel to the
Company in the Registration Statement.
Very truly yours,
Williams, Mullen, Clark & Dobbins, P.C.
By: /s/ Robert E. Spicer, Jr.
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Robert E. Spicer, Jr.
