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EXHIBIT 5
November 1, 2000
SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203
Ladies and Gentlemen:
In our capacity as counsel for SouthTrust Corporation, a
Delaware corporation ("SouthTrust"), we have examined the Registration Statement
on Form S-4 (the "Registration Statement"), in the form proposed to be filed by
SouthTrust with the Securities and Exchange Commission under the provisions of
the Securities Act of 1933, relating to the proposed merger (the "Merger") of
First Bank Holding Company, a Florida corporation ("First Bank Holding"), with
and into SouthTrust of Alabama, Inc., an Alabama corporation and the issuance of
up to 736,444 shares of common stock, par value $2.50 per share, of SouthTrust
common stock (the "Shares") and up to 736,444 rights to purchase 1/100th of one
share of Series 1999 Junior Participating Preferred Stock (the "Rights") in
connection with the Merger. Pursuant to the Merger, each holder of shares of
common stock of First Bank Holding will receive shares of SouthTrust common
stock. In this connection, we have examined such records, documents and
proceedings as we have deemed relevant and necessary as a basis for the opinions
expressed herein.
Upon the basis of the foregoing, we are of the opinion that:
(i) the Shares and Rights to be offered under the
Registration Statement, to the extent actually issued pursuant
to the Merger, will have been duly and validly authorized and
issued and will be fully paid and nonassessable; and
(ii) under the laws of the State of Delaware, no personal
liability will attach to the ownership of the Shares and
Rights.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement.
In addition, we hereby consent to the inclusion of all references made with
respect to our firm in the Proxy Statement/Prospectus which is included in and
forms part of the Registration Statement.
Yours Very Truly,
/s/ Bradley Arant Rose & White LLP
