Exhibits 5.1 and 23.1
[WILLIAMS, MULLEN, CLARK & DOBBINS LETTERHEAD]
September 15, 2000
The Board of Directors
Independent Community Bankshares, Inc.
111 W. Washington Street
Middleburg, Virginia 20117
Re: Dividend Reinvestment and Stock Purchase Plan
Ladies and Gentlemen:
This letter is delivered to you in connection with the actions taken
and proposed to be taken by Independent Community Bankshares, Inc., a Virginia
corporation (the "Company"), with respect to the offer and sale from time to
time pursuant to the Independent Community Bankshares, Inc. Dividend
Reinvestment and Stock Purchase Plan (the "Plan"), of up to 100,000 shares of
the Company's common stock, par value $5.00 per share (the "Shares"). As counsel
to the Company, we have reviewed the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission to effect the registration of the Shares under the
Securities Act of 1933, as amended.
In this regard, we have examined such corporate proceedings, records
and documents as we have deemed necessary or advisable in connection with the
opinions set forth herein.
Based upon such examination, it is our opinion that the Shares, which
constitute original issuance securities, when issued pursuant to the
Registration Statement and the terms and conditions of the Plan, will be validly
issued, fully paid and nonassessable. The foregoing opinion is limited to the
laws of the Commonwealth of Virginia, and we express no opinion as to the effect
of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm as counsel to the
Company in the Registration Statement.
Very truly yours,
WILLIAMS, MULLEN, CLARK & DOBBINS, P.C.
By:
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A Shareholder
