EXHIBIT 5.1
July, 2000
FLAG Financial Corporation
101 North Greenwood Street
LaGrange, Georgia 30240
Re: Registration Statement on Form S-8
FLAG Financial Corporation
FLAG Financial Corporation 1994 Employee Stock Incentive Plan
FLAG Financial Corporation 1994 Directors Stock Incentive Plan
Ladies and Gentlemen:
This opinion is given in connection with the filing by FLAG Financial
Corporation, a Georgia corporation (the "Company"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, pursuant to an
Amendment to Registration Statement on Form S-8 (the "Registration Statement"),
of an aggregate of 628,126 shares (the "Shares") of common stock, $1.00 par
value, of the Company, to be offered and sold by the Company pursuant to the
FLAG Financial Corporation 1994 Employee Stock Incentive Plan and the FLAG
Financial Corporation 1994 Directors Stock Incentive Plan (the "Plans").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the shares to be issued pursuant to the Plans
as we have deemed necessary and advisable. In such examinations, we have assumed
the genuineness of all signatures on all originals and copies of documents we
have examined, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all certified, conformed or
photostatic copies. As to questions of fact material and relevant to this
opinion, we have relied upon certificates or representations of Company
officials and of appropriate governmental officials.
We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Georgia.
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares and payment therefor as
provided in the Plans and as contemplated by the Registration
Statement, such Shares will be legally and validly issued, fully paid
and non-assessable.
<PAGE>
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Powell, Goldstein, Frazer & Murphy LLP
