1
EXHIBIT 5
---------
Armstrong, Teasdale, Schlafly & Xxxxx
A Partnership Including Professional Corporations
Attorneys and Counselors
Xxx Xxxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xx. Xxxxx, Xxxxxxxx 00000-0000
(000) 000-0000
Fax: (000) 000-0000
Kansas City, Missouri
Belleville, Illinois
Olathe, Kansas
February 3, 1997
Board of Directors
Mississippi Valley Bancshares, Inc.
000 Xxxxxxxxx Xxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Gentlemen:
In our capacity as counsel for Mississippi Valley Bancshares, Inc., a
Missouri corporation (the "Company"), we have examined the Registration
Statement on Form S-8 (the "Registration Statement") in form as proposed to
be filed by the Company with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, on or about February 4,
1997 relating to up to 200,000 shares of common stock, par value $1.00 per
share (the "Company Common Stock"), to be offered by the Company pursuant to
the Registration Statement in connection with the Company's 1991 Stock Option
Plan (Five-Year Options) (the "Plan"). In this connection, we have examined
such records, documents and proceedings as we deem relevant and necessary as
a basis for the opinion expressed herein.
Upon the basis of the foregoing, we are of the opinion that the shares
of Company Common Stock referred to above, to be sold by the Company, to the
extent actually issued for purposes of the Plan, will have been duly and
validly authorized and issued and will be fully paid and non-assessable
shares of the Company.
We hereby consent to filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
s/ARMSTRONG, TEASDALE, SCHLAFLY & XXXXX
