EXHIBIT 5.1
XXXXXXXXX XXXX LLP
PACIFIC TOWER
0000 XXXXXX XXXXXX, XXXXX 0000
XXXXXXXX, XXXXXX 00000
June 29, 2001
Pacific Century Financial Corporation
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Re: 1,000,000 shares of Common Stock, par value $0.01, of Pacific Century
Financial Corporation (the "Company") to be offered and sold pursuant
to the Company's Registration Statement on Form S-3, as filed on or
about June 29, 2001 (such shares of Common Stock, the "Common Stock"
and such Registration Statement, as it may be amended from time to
time, the "Registration Statement")
Ladies & Gentlemen:
We have acted as counsel to the Company in connection with the proposed
issuance of the Common Stock pursuant to the Registration Statement.
In connection with this Opinion, we have examined the Registration
Statement, the prospectus included therein (the "Prospectus") and the
Company's Dividend Reinvestment and Stock Purchase Plan, as amended through
the date hereof (the "Plan"). In addition to the foregoing, we have reviewed
such documents and given consideration to such matters of law and fact as we
have deemed appropriate, in our professional judgment, to render this
Opinion. We have also relied, without further independent investigation, as
to certain matters of fact, on information obtained from public officials,
from officers of the Company and from other sources believed by us to be
responsible.
Based upon the foregoing, and subject to the assumptions, limitations
and matters of reliance set forth herein, we are of the opinion that the
shares of Common Stock are validly authorized and, when (a) the pertinent
provisions of the Securities Act of 1933, as amended, and such "blue sky" and
other securities laws as may be applicable have been complied with and (b)
such shares have been duly delivered against payment therefor as contemplated
by the Registration Statement, the Prospectus and the Plan, such shares will
be validly issued, fully paid, and nonassessable.
Pacific Century Financial Corporation
June 29, 2001
Page 2
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations thereunder.
We are members of the Bar of the State of Hawaii. We do not hold
ourselves out as experts on, nor do we express any opinion as to or with
respect to the applicability of, the laws of any jurisdiction other than the
laws of the State of Hawaii, the federal laws of the United States, and the
General Corporation Law of the State of Delaware.
We have assumed, without further investigation, the following: (a) all
agreements contemplated by the Registration Statement, the Prospectus and the
Plan with respect to offer, issuance, sale and delivery by the Company of the
shares of Common Stock and the purchase of such shares by the purchasers
thereof, all as contemplated by the Registration Statement, the Prospectus
and the Plan, are or will be enforceable against the respective parties
thereto, each in accordance with its terms; (b) each document submitted to us
for review is accurate and complete, each such document that is an original
is authentic, each such document that is a copy conforms to an authentic
original, and all signatures on each such document are genuine; and (c) each
certificate issued by a government official concerning a person or entity's
property or status is accurate, complete and authentic and all official
public records (including their proper indexing and filing) are accurate and
complete.
This Opinion speaks only as of its date. We have no obligation to advise
the Company (or any third party) of changes in law or fact that occur after
the date of this Opinion, even though the change may affect the legal
analysis, a legal conclusion or an informational confirmation in this Opinion.
This opinion is solely for the benefit of and may be relied upon only by
the Company in connection with the transactions contemplated by the Registration
Statement. This opinion may not be relied upon by, nor may copies be delivered
to, any other person or entity or used for any other purpose without our prior
written consent.
Very truly yours,
/s/ CARLSMITH BALL LLP
Carlsmith Ball LLP
