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Exhibit 5
(Letterhead of Gentry, Locke Rakes & Moore)
September 20, 2000
Direct Dial: (540) 983-9310
[email protected]
First Community Bancshares, Inc.
One Community Place
P.O. Box 989
Bluefield, VA 24605
Re: First Community Bancshares, Inc.
Registration Statement on Form S-4
Dear Sirs:
We are acting as counsel for First Community Bancshares, Inc., a Nevada
corporation ("Bancshares"), in connection with the pending registration and
issuance by Bancshares of up to 435,000 shares of its common stock to be issued
in connection with the merger of Citizens Southern Bank, Inc. with and into
First Community Bank, National Association (the "Merger"). The registration of
the shares is being effected by a Registration Statement on Form S-4 filed with
the Securities and Exchange Commission (the "Registration Statement").
We have examined originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments related to the shares to be issued as we have
deemed necessary for the purpose of this opinion.
Upon the basis of the foregoing, we are of the opinion that:
(1) Bancshares is a corporation duly organized and validly existing
under the laws of the State of Nevada.
(2) The shares to be issued in connection with the Merger, when issued,
will be duly authorized, legally issued, fully paid and nonassessable shares of
the common stock of Bancshares.
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First Community Bancshares, Inc.
September 20, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-4. We also consent to the use of our name under
the Caption "Legal Opinions" in the Prospectus contained in the Registration
Statement.
Sincerely,
GENTRY LOCKE RAKES & MOORE
/s/ Eugene E. Derryberry
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Eugene E. Derryberry
EED:mk
