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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 Directors Deferred Compensation 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 licenced 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
