Exhibit 5-1
[LOGO]
Nixon Peabody LLP
Clinton Square
Post Office Box 31051
Rochester, New York 14603-1051
(716) 263-1000
Fax: (716) 263-1600
June 30, 2000
Financial Institutions, Inc.
220 Liberty Street
Warsaw, New York 14569
Gentlemen:
We have acted as counsel to Financial Institutions, Inc., a New York
corporation (the "company"), in connection with the Registration Statement on
Form S-8, as amended (the "Registration Statement"), filed by the Company with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), to register an aggregate of 1,635,353
shares of common Stock of the Company, $.01 par value per share (the "Common
Stock"). This opinion is being delivered to you in connection with the
Registration Statement.
In connection with the foregoing, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, certificates and other documents, and have made such investigations of
law, as we have deemed necessary or appropriate as a basis for the opinion
expressed below.
In rendering the following opinion, we have assumed, without
investigation, the authenticity of all documents or other instruments submitted
to us as originals, the conformity to the originals of all documents or other
instruments submitted to us as copies, the genuineness of all signatures on such
originals or copies, and the legal capacity at the time of execution thereof of
natural persons who executed any such document or instrument.
Based upon and subject to the foregoing, and the other qualifications
and limitations contained herein, we are of the opinion that the 1,653,353
shares of the Common Stock that may be issued by the Company covered by the
Registration Statement are duly authorized and after such shares have been
appropriately issued and delivered in accordance with the provisions of the
Financial Institutions, Inc. 1999 Directors' Stock Incentive Plan, the Financial
Institutions, Inc. 1999 Management Stock Incentive Plan and The Non-Employee
Directors' Compensation Plan as amended, and the consideration for such shares
has been received by the Company, such Shares will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission thereunder.
This opinion is intended for your benefit and the benefit of your
shareholders in connection with the transactions described above and, except as
provided in the immediately preceding paragraph, may not be otherwise
communicated to, reproduced, filed publicly or relied upon by, any other person
or entity for any other purpose without our express prior written consent. This
opinion is limited to the matters stated herein, and no opinion or belief is
implied or may be inferred beyond the matters expressly stated herein.
Very truly yours,
/s/ Nixon Peabody LLP
