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EXHIBIT 5.0
June 21, 2000
Board of Directors
Provident Bankshares Corporation
114 East Lexington Street
Baltimore, Maryland 21202
Re: Registration Statement on Form S-4
Dear Board Members:
We have acted as special counsel for Provident Bankshares Corporation, a
Maryland corporation ("Provident"), and, at the request of Provident, have
examined the registration statement on Form S-4 (the "Registration Statement"),
to be filed on June 21, 2000 by Provident with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") and the regulations promulgated thereunder.
The Registration Statement relates to, among other things, the registration
under the Act of 2,264,070 shares (the "Shares") of common stock, $1.00 par
value per share, of Provident ("Provident Common Stock"), into which certain
shares of common stock, $.01 par value per share, of Harbor Federal Bancorp,
Inc., a Maryland corporation ("Harbor Common Stock"), will be converted pursuant
to an Agreement and Plan of Merger dated as of May 3, 2000 (the "Merger
Agreement") by and between Provident and Harbor.
In the preparation of this opinion, we have examined originals or copies
identified to our satisfaction of (i) the Articles of Incorporation of
Provident, as filed with the State of Maryland; (ii) the Bylaws of Provident;
(iii) all minutes of Provident relating to the issuance of Provident Common
Stock being registered under the Registration Statement; (iv) the Merger
Agreement; and (v) the Registration Statement, including the exhibits thereto.
We have also examined originals or copies of such documents, corporate records,
certificates of public officials and other instruments, and have conducted such
other investigations of law and fact, as we have deemed necessary or advisable
for purposes of our opinion.
In our examinations, we have assumed, without investigation, the
genuineness of all signatures, the authenticity of all documents and instruments
submitted to us as originals, the
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June 21, 2000
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conformity to the originals of all documents and instruments submitted to us as
certified or conformed copies and the authenticity of the originals of such
copies, the correctness of all certificates, and the accuracy and completeness
of all records, documents, instruments and materials made available to us by
Provident.
Our opinion is limited to the matters set forth herein and we express no
opinion other than as expressly set forth herein. In rendering the opinion set
forth below, we do not express any opinion concerning law other than the federal
law of the United States and the corporate law of the State of Maryland. Our
opinion is expressed as of the date hereof and is based on laws currently in
effect. Accordingly, the conclusions set forth in this opinion are subject to
change in the event that any laws should change or be enacted in the future. We
are under no obligation to update this opinion or to otherwise communicate with
you in the event of any such change.
Based upon and subject to the foregoing, it is our opinion that the Shares,
when issued in accordance with the terms of the Merger Agreement upon
consummation of the merger contemplated therein, 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 our Firm under the caption "Legal
Matters" in the Proxy Statement-Prospectus forming a part of the Registration
Statement. In giving such consent we do not hereby admit that we are experts or
otherwise within the category of persons whose consent is required under Section
7 of the Act or the rules or regulations of the Securities and Exchange
Commission thereunder.
Sincerely,
MULDOON, MURPHY & FAUCETTE LLP
