XXXXXXX & STUART
A PARTNERSHIP OF PROFESSIONAL CORPORATIONS
ATTORNEYS AT LAW
0000 Xxxxx Xxxxxx
Xxx Xxxx Xxxxxx, XX 00000
Tel: (000) 000-0000 Fax: (000) 000-0000
XXXXXX XXXXXXX* WASHINGTON D.C. OFFICE:
XXXX X. XXXXXX 0000 X XXXXXX, X.X., 00XX FLOOR
------------ WASHINGTON, D.C. 20006
ADMITTED ONLY IN CALIFORNIA *ADMITTED ONLY IN CALIFORNIA
TEL (000) 000-0000 FAX (000) 000-0000
June 2, 2000
Mid-State Bancshares
0000 Xxxxx Xxxxxx
Xxxxxx Xxxxxx, Xxxxxxxxxx 00000
Re: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") being filed by Mid-State Bancshares (the
"Company") with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of an additional
607,458 shares of the Company's common stock, (the "Additional Common Stock"),
issuable pursuant to stock grants or upon the exercise of stock options granted
pursuant to the Company's 1996 Stock Option Plan, as amended (the "Plan").
In rendering this opinion, we have examined such documents and records
as we have deemed relevant. We have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity to originals of all documents submitted to us as certified or
reproduced copies.
Based upon the foregoing and such other and further review of fact and
law as we have deemed necessary or appropriate under the circumstances, and
assuming that (i) all options granted under the Plan will be granted pursuant to
the terms of the Plan, (ii) the consideration for the shares of Additional
Common Stock issued pursuant to the exercise of such options will be received
prior to the issuance thereof and (iii) the shares of Additional Common Stock
issued pursuant to the exercise of such options will be issued in accordance
with the terms of the Plan and the option agreements (as appropriate), upon
which assumptions the following opinions are expressly conditioned, it is our
opinion that the shares of Additional Common Stock issued upon the exercise of
options granted pursuant to the Plan and pursuant to the Registration Statement
will, when sold in accordance with the terms of the Plan and the option
agreements, be validly issued, fully paid and non-assessable.
This opinion is issued to you solely for use in connection with the
Registration Statement and is not to be quoted or otherwise referred to in any
financial statements of the Company or related
documents, nor is it to be filed with or furnished to any government agency or
other person, without the prior written consent of this firm in each instance.
This firm hereby consents to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to the undersigned under the
heading "Legal Matters" therein and in any prospectus delivered to participants
in the Plan and any amendments thereto.
Respectfully submitted,
/s/ Xxxxxxx & Xxxxxx
XXXXXXX & XXXXXX
JFS: wsm
