June 18, 1998
One Valley Bancorp, Inc.
One Valley Square
Xxxxxxx & Xxx Streets
P. O. Box 1793
Charleston, West Virginia 25326
Gentlemen:
Pursuant to the Amended and Restated Agreement and Plan of Merger
entered into by and between One Valley Bancorp, Inc. ("One Valley") and Summit
Bankshares, Inc., dated as of May 7, 1998 (the "Merger Agreement"), as amended
as of June 3, 1998, proceedings for the issuance of up to 1,913,941 shares (the
"Shares") of common stock, par value $10.00 each, of One Valley, and related
stock purchase rights (the "Rights") to be issued pursuant to the Shareholder
Protection Rights Agreement dated October 18, 1995 (the "Rights Agreement")
between One Valley and One Valley Bank, National Association, as Rights Agent
(the "Rights Agent"), have been taken with our assistance as counsel for One
Valley.
We have examined originals or copies certified to our satisfaction of
such corporate records of One Valley, agreements and other instruments,
certificates of public officials, certificates of officers or representatives of
One Valley, and other documents as we have deemed necessary to examine and to
require as the basis for the opinion hereinafter expressed. Upon the basis of
such examination, we advise you that:
1. We are of the opinion that the Shares which are issuable on
consummation of the Merger Agreement when issued as provided
therein will be duly and validly issued shares of One Valley, fully
paid and nonassessable.
2. We are also of the opinion that, assuming that the Rights Agreement
has been duly authorized, executed and delivered by the Rights
Agent, when the Shares have been issued and sold as provided in the
Merger Agreement, the Rights attributable to the Shares will be
validly issued.
In connection with our opinion set forth in paragraph (2) above, we
note that the question whether the Board of Directors of One Valley might be
required to redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.
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One Valley Bancorp, Inc.
June 18, 1998
Page 2
The foregoing opinion is limited to the Corporation Code of the State
of West Virginia, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.
This opinion is given as of the date hereof and is limited to the law
as now in effect and based on facts of which we have knowledge. We do not
undertake to advise you of any change in the law hereof. No person other than
you may rely on this opinion for any purpose, without our written consent.
We hereby consent to the inclusion of this opinion as an Exhibit to the
Registration Statement and all amendments thereto, and the references therein to
Xxxxxxx & Xxxxx and its opinions. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Xxxxxxx & Xxxxx
Xxxxxxx & Xxxxx
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