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Exhibit 5
[XXXXXXXX, XXXXXXXX & XXXXXX, P.A. LETTERHEAD]
June 4, 1999
First National Corporation
000 Xxxx X. Xxxxxxx Xxxxx, X.X.
Orangeburg, South Carolina 29115
Re: Merger Agreement, dated March 4, 1999, between First National
Corporation and FirstBancorporation, Inc. (the "Merger
Agreement")
Gentlemen:
We have acted as counsel to First National Corporation in connection
with the registration of 1,212,518 shares of the Common Stock, par value $2.50
per share ("Common Stock"), issuable pursuant to the Merger Agreement, as set
forth in the Registration Statement on Form S-4 that is being filed today by
First National Corporation with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"). This opinion is provided pursuant to the requirements of Item
21(a) of Form S-4 and Item 601(b)(5) of Regulation S-K.
In connection with the foregoing, we have examined such records,
documents and proceedings as we have deemed relevant as a basis for the opinion
expressed herein, and we have relied upon an officer's certificate as to certain
factual matters.
Based on the foregoing, we are of the opinion that, when the shares of
Common Stock have been issued upon the terms and conditions set forth in the
Merger Agreement, the shares of Common Stock will be validly issued, fully paid
and nonassessable.
We hereby consent to be named in the Registration Statement under the
heading "Legal Matters" as attorneys who passed upon the validity of the shares
of Common Stock and to the filing of a copy of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act or other rules or regulations of the Commission thereunder.
Very truly yours,
XXXXXXXX, XXXXXXXX & XXXXXX, P.A.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
