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Exhibit 5
January 4, 2001
Eufaula BancCorp, Inc.
218-220 Broad Street
Eufaula, Alabama 36027
Re: Registration Statement on Form S-8 relating to the issuance of
shares of common stock of Eufaula BancCorp, Inc.
Ladies and Gentlemen:
We are familiar with the proceedings taken and proposed to be taken by
Eufaula BancCorp, Inc., a Delaware corporation (the "Company") in connection
with the proposed issuance by the Company of shares of its common stock, par
value of $1.00 per share, pursuant to its Retirement Plan (the "Plan"). We have
also acted as counsel for the Company in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, of the Registration Statement on Form S-8 referred to in the caption above
relating to shares to be sold pursuant to the Plan. In this connection we have
reviewed the Plan and such documents and matters of law as we have deemed
relevant and necessary as a basis for the opinions expressed herein.
Upon the basis of the foregoing, we are of the opinion that:
(i) The Company is a corporation duly organized and existing under
the laws of the State of Delaware;
(ii) The shares of common stock of the Company referred to above, to
the extent actually issued by the Company pursuant to the Plan, will, when so
issued, be duly and validly authorized and issued and will be fully paid and
non-assessable shares of common stock of the Company;
(iii) Under the laws of the State of Delaware, no personal liability
attaches to the ownership of the shares of common stock of the Company.
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January 4, 2001
Page 2
The opinion expressed above is limited by the following assumptions,
qualifications and exceptions:
(a) We are licensed to practice law only in the State of Alabama;
(b) The opinion stated herein is based upon statutes, regulations, rules,
court decisions and other authorities existing and effective as of the date of
this opinion, and we undertake no responsibility to update or supplement such
opinion in the event of or in response to any subsequent changes in the law or
such authorities, or upon the occurrence after the date hereof of events or
circumstances that, if occurring prior to the date hereof, might have resulted
in a different opinion;
(c) This opinion has been rendered solely for the benefit of Eufaula
BancCorp, Inc., and no other person or entity shall be entitled to rely hereon
without our express written consent; and
(d) This opinion is limited to the legal matters expressly set forth
herein, and no opinion is to be implied or inferred beyond the legal matters
expressly so addressed.
We hereby consent to the filing of this opinion as an exhibit to the above-
referenced registration statement. In consenting to the inclusion of our opinion
in the Registration Statement, we do not thereby admit that we are a person
whose consent is required pursuant to Section 7 of the Securities Act of 1933,
as amended.
Sincerely yours,
BALCH & BINGHAM LLP
By: /s/ Michael D. Waters
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Michael D. Waters
