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EXHIBIT 5
[Letterhead of Maynard, Cooper & Gale, P.C.]
October 9, 2000
Alabama National BanCorporation
1927 First Avenue North
Birmingham, Alabama 35203
Dear Sirs:
We are counsel to Alabama National BanCorporation, a Delaware corporation
(the "Company") in connection with the registration on Form S-8 under the
Securities Act of 1933 (the "Act") of 300,000 shares (the "Shares") of Common
Stock, par value $1.00 per share, of the Company, to be issued in accordance
with the terms of the Alabama National BanCorporation 1999 Long Term Incentive
Plan (the "Plan"). We have examined such corporate records, certificates and
other documents as we have considered necessary or appropriate for the purposes
of this opinion. In our opinion, (a) the Company is authorized to issue the
Shares pursuant to the provisions of the Plan, and (b) when the Registration
Statement on Form S-8 relating to the Shares (the "Registration Statement") has
become effective under the Act, and the Shares will have been duly issued as
contemplated by the Registration Statement and the Plan, such Shares will be
validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United States
and the General Corporation Law of the State of Delaware, and we are expressing
no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
MAYNARD, COOPER & GALE, P.C.
By:/s/ Christopher B. Harmon
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Christopher B. Harmon
