Exhibit 5.1
January 21, 1998
One Valley Bancorp, Inc.
Xxx Xxxxxx Xxxxxx
Xxxxxxx & Xxx Xxxxxxx
P. O. Box 1793
Charleston, West Virginia 25326
Gentlemen:
Pursuant to the Agreement and Plan of Merger entered into by and
between One Valley Bancorp, Inc. ("One Valley") and FFVA Financial Corporation
dated December 16, 1997 (the "Merger Agreement"), proceedings for the issuance
of up to 6,171,635 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.
January 21, 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
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