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EXHIBIT 5
[ARMSTRONG, TEASDALE LLP LETTERHEAD]
October 2, 2000
Board of Directors
Mississippi Valley Bancshares, Inc.
700 Corporate Plaza Drive
St. Louis, Missouri 63105
Gentlemen:
In our capacity as counsel for Mississippi Valley Bancshares, Inc., a
Missouri corporation (the "Company"), we have examined the Registration
Statement on Form S-8 (the "Registration Statement") in form as proposed to be
filed by the Company with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, on or about October 2,
2000 relating to up to 300,000 shares of common stock, par value $1.00 per share
(the "Company Common Stock"), to be offered by the Company pursuant to the
Registration Statement in connection with the Company's 1991 Stock Option Plan
(Five-Year Options) (the "Plan"). In this connection, we have examined such
records, documents and proceedings as we deem relevant and necessary as a basis
for the opinion expressed herein.
Upon the basis of the foregoing, we are of the opinion that the shares
of Company Common Stock referred to above, to be sold by the Company, to the
extent actually issued under the Plan, will have been duly and validly
authorized and issued and will be fully paid and non-assessable shares of the
Company.
We hereby consent to filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
s/ARMSTRONG TEASDALE LLP
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