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Exhibit 5
June 13, 1997
CFX Corporation
000 Xxxx Xxxxxx
Xxxxx, XX 00000
Re: Agreement and Plan of Reorganization, and
Related Plan of Share Exchange with
Community Bankshares, Inc., and Agreement
and Plan of Reorganization, and Related Plan
of Share Exchange with Portsmouth Bank
Shares, Inc.
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Ladies and Gentlemen:
We have acted as counsel to CFX Corporation (the "Company") in connection
with the Agreement and Plan of Reorganization, and Related Plan of Share
Exchange, dated as of March 24, 1997 (the "Community Agreement") pursuant to
which the Company will acquire all of the outstanding shares of common stock of
Community Bankshares, Inc. ("Community"), and in connection with the Agreement
and Plan of Reorganization, and Related Plan of Share Exchange, dated as of
February 13, 1997 (the "Portsmouth Agreement") pursuant to which the Company
will acquire all of the outstanding shares of common stock of Portsmouth Bank
Shares, Inc. ("Portsmouth"), all in exchange for the total issuance by the
Company of up to 12,800,000 shares of the Company's common stock, $0.66 2/3 par
value (the "CFX Common Stock").
Prior to rendering this opinion, we have reviewed such certificates,
documents and records as we have deemed necessary for the purposes hereof,
including the following:
a. Copies of the Articles of Agreement and the Bylaws of the Company as
now in effect;
b. The Registration Statement on Form S-4 relating to the CFX Common
Stock to be issued pursuant to the Community Agreement and to the
Portsmouth Agreement being filed with the Securities and Exchange
Commission contemporaneously herewith, including the exhibits thereto
(the "Registration Statement"); and
c. Resolutions adopted by the Board of Directors of the Company
authorizing the execution and delivery of the Community Agreement and
the Portsmouth Agreement and the performance of the transactions
contemplated therein, including the issuance of the CFX Common Stock.
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Based upon the foregoing and such other investigation as we have deemed
necessary, it is our opinion that when (i) the Community Agreement and the
Portsmouth Agreement shall have been approved by the shareholders of the
Company, (ii) the Registration Statement shall have become effective and (iii)
the CFX Common Stock shall have been issued and delivered to the shareholders of
Community and Portsmouth and the consideration therefor shall have been received
by the Company, all in accordance with the provisions of the Community Agreement
and the Portsmouth Agreement, the CFX Common Stock will be validly issued, fully
paid and non-assessable.
We understand that this opinion is to be used in connection with the
Registration Statement and hereby consent to the filing of this opinion with and
as a part of the Registration Statement and to the use of our name therein and
in the related Proxy Statements under the caption "Legal Opinions".
Very truly yours,
XXXXXX, XXXXXXXX & BRANCH
Professional Association
By:/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, Officer
