Exhibit 5.1
And
Exhibit 23.1
Opinion and Consent of Counsel as to Legality of Securities Registered
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[LETTERHEAD OF FLIPPIN, DENSMORE, MORSE, RUTHERFORD & JESSEE
HUGH B. WELLONS
(540) 510-3057
[email protected]
September 15, 2000
Valley Financial Corporation
36 Church Avenue
Roanoke, Virginia 24011
Gentlemen:
We have participated in the preparation of the Registration Statement
on Form S-8 (the "Registration Statement") to be filed by Valley Financial
Corporation (the "Company") with the Securities and Exchange Commission on
September 21, 2000 covering a maximum of 164,682 shares of common stock, no par
value, to be issued by the Company in connection with its incentive stock plan
and options already granted.
For the purposes of this opinion, we have examined the Company's
Articles of Incorporation and Bylaws. We also have examined the Registration
Statement and related materials.
Based on the foregoing, with regard to the legality of the issuance of
the stock being registered under the Registration Statement, it is our opinion
that:
1. The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the
Commonwealth of Virginia, with full power and authority to
carry on the business in which it is now and will be engaged.
2. All shares of the Company's common stock, no par value, being
registered under the Registration Statement, when issued, will
be legally issued, fully paid and nonassessable.
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We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
reference to our name therein and under the caption "Legal Opinions" in the
prospectus contained therein.
Very truly yours,
Flippin, Densmore, Morse & Jessee, P.C.
HBW/wel
