Exhibit 5.1
[HAND XXXXXXXX, L.L.C. LETTERHEAD]
July 1, 1999
Sweet Water State Bancshares, Inc.
000 Xxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxx 00000-0000
Re: Merger of Sweet Water State Bancshares, Inc.
("Sweet Water") with and into South Alabama Bancorporation, Inc.
("South Alabama")
Gentlemen:
We have represented South Alabama in connection with the proposed merger
of Sweet Water with and into South Alabama (the "Merger"). In that connection,
we have examined the following:
1. The Agreement and Plan of Merger by and between South
Alabama and Sweet Water, dated as of April 5, 1999 (the "Agreement");
2. The Articles of Incorporation and Bylaws of South Alabama;
3. A resolution of the Board of Directors of South Alabama
authorizing the necessary corporate actions to enable South Alabama
to comply with the terms of the Agreement and to perform the
matters contemplated thereby;
4. South Alabama's registration statement under the
Securities Act of 1933 filed on Securities and Exchange Commission
Form S-4 (the "Registration Statement"); and
5. Such other documents as we felt necessary to give this
opinion.
Based upon our examination of the foregoing, and assuming the Merger is
consummated in accordance with the terms of the Agreement, we are of the
opinion that, on the effective date of the Merger, the shares of common capital
stock of South Alabama to be issued to Sweet Water shareholders will be duly
authorized by South Alabama and, when issued, will be legally and validly
issued and will be fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to us under the heading "Legal Matters" in the
Prospectus included as part of the Registration Statement. This opinion is
being provided solely for the use of Sweet Water and the shareholders of
Sweet Water. No other person or party shall be entitled to rely on this
opinion.
Yours very truly,
HAND XXXXXXXX, L.L.C.
By:/s/X. Xxxxxxx Xxxx, Xx.
A Member
