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EXHIBIT 5.1
June 22, 2000
Hamilton Bancorp Inc.
3750 N.W. 87th Avenue
Miami, Florida 33178
Re: Registration Statement on Form S-8 for Hamilton Bancorp Inc.
1998 Executive Incentive Compensation Plan
Ladies and Gentlemen:
On the date hereof, Hamilton Bancorp Inc., a Florida corporation (the
"Company"), sent for filing with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to the offering and sale by the Company of up to
122,500 shares of the Company's Common Stock, par value $.10 per share (the
"Common Stock"), pursuant to stock options ("Options") granted under the
Company's 1998 Executive Incentive Compensation Plan (the "Plan"). We have acted
as counsel to the Company in connection with the preparation and filing of the
Registration Statement.
In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws of the Company; (ii)
records of corporate proceedings of the Company authorizing the Plan; (iii) the
Registration Statement and exhibits thereto; and (iv) such other documents and
instruments as we have deemed necessary for the expression of the opinions
herein contained. In making the foregoing examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to various questions of
fact material to this opinion, we have relied, to the extent we deemed
reasonably appropriate, upon representations of officers or directors of the
Company and upon documents, records and instruments furnished to us by the
Company, without independently checking or verifying the accuracy of such
documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that the
Company presently has available approximately 64,900,000 shares of authorized
and unissued Common Stock from which the 122,500 shares of Common Stock proposed
to be sold pursuant to the exercise of Options granted under the Plan may be
issued. In addition, assuming that the Company maintains an adequate number of
authorized and unissued shares of Common Stock available for issuance to those
persons who exercise their Options, and that the consideration for the
underlying shares of Common Stock issued pursuant to the Options is actually
received by the Company as provided in the Plan, we are of the opinion that the
shares of Common Stock issued pursuant to the exercise of Options granted under
and in accordance with the terms of the Plan will be duly and validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Sincerely,
GREENBERG TRAURIG, P.A.
By: /s/ ROBERT L. GROSSMAN
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Robert L. Grossman
