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Exhibit 5.1
ROBINSON, BRADSHAW & HINSON, P.A.
ATTORNEYS AT LAW
101 NORTH TRYON STREET, SUITE 1900
CHARLOTTE, NORTH CAROLINA 28246
TELEPHONE (704) 377-2536
FAX (704) 378-4000
SOUTH CAROLINA OFFICE
THE GUARDIAN BUILDING
ONE LAW PLACE - SUITE 600
P.O. DRAWER 12070
ROCK HILL, S.C. 29731
TELEPHONE (803) 325-2900
FAX (803) 325-2929
December 11, 2000
First Bancorp
341 North Main Street
Troy, North Carolina 27371
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to the registration statement, as amended (the "Registration
Statement"), of First Bancorp, a North Carolina corporation (hereinafter
referred to as the "Company"), filed with the Securities and Exchange Commission
for the purpose of registering under the Securities Act of 1933, as amended, the
aggregate amount of 391,584 shares of the Company's common stock, no par value
per share (the "Shares"), in connection with the First Bancorp FSB Employee
Stock Option Plan, the First Bancorp FSB Nonqualified Stock Option Plan for
Directors, and the First Bancorp FSB Second Nonqualified Stock Option Plan for
Directors (collectively, the "Plans"). We have examined the Articles of
Incorporation and the Bylaws of the Company, minutes of applicable meetings of
the Board of Directors of the Company and other Company records, together with
applicable certificates of public officials and other documents that we have
deemed relevant.
Based upon the foregoing and subject to the conditions set forth below,
it is our opinion that the Shares, when originally issued as contemplated by the
Registration Statement and the applicable Plan, will be legally issued, fully
paid and nonassessable. We have assumed that the Company and those persons
purchasing Shares under the Plans will have complied with the relevant
requirements of the applicable Plan and that all prescribed filings with
regulatory authorities, including any stock exchanges that have jurisdiction,
will be effected in accordance with their respective requirements and that
approvals of such regulatory authorities, including any stock exchanges having
jurisdiction, will have been granted prior to the issuance of any of the Shares.
The opinions expressed herein are limited to the laws of the State of
North Carolina, and we express no opinion with respect to the laws of any other
state or jurisdiction. In addition, the opinions expressed herein are
conditioned upon the Registration Statement, as amended, becoming effective
under the Securities Act of 1933, as amended, and the Company's Articles of
Incorporation and Bylaws not being further amended prior to the issuance or sale
of any of the Shares.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933.
Very truly yours,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ Henry H. Ralston
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Henry H. Ralston
