Exhibit 5.1
August 23, 2019
Board of Directors
Prosperity Bancshares, Inc.
Prosperity Bank Plaza
4295 San Felipe
Houston, Texas 77027
Ladies and Gentlemen:
We have acted as counsel to Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”), in connection with the proposed offering by Prosperity of up to 26,250,000 shares (the “Shares”) of common stock, par value $1.00 per share, of Prosperity. The Shares are proposed to be offered to the shareholders of LegacyTexas Financial Group, Inc., a Maryland corporation (“Legacy”), in connection with the merger (the “Merger”) of Legacy with and into Prosperity pursuant to the terms of the Agreement and Plan of Reorganization, dated as of June 16, 2019 (the “Merger Agreement”), by and between Prosperity and Legacy. Prosperity has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on FormS-4 relating to the registration of the offering and sale of the Shares pursuant to the Merger Agreement (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”).
We have examined originals or copies of (i) the Registration Statement, (ii) the Merger Agreement, (iii) the Amended and Restated Articles of Incorporation of Prosperity, as amended to date, (iv) the Amended and Restated Bylaws of Prosperity, as amended to date, (v) certain resolutions adopted by the Board of Directors of Prosperity, and (vi) such other documents and records as we have deemed necessary and relevant for the purposes hereof. In addition, we have relied on certificates of officers of Prosperity and of public officials and others as to certain matters of fact relating to this opinion and have made such investigations of law as we have deemed necessary and relevant as a basis hereof. In the course of such examinations and investigations, we have assumed the genuineness of all signatures, the authenticity of all documents and records submitted to us as originals, the conformity to original documents and records of all documents and records submitted to us as copies, and the truthfulness of all statements of fact contained therein.
Based on the foregoing and subject to the limitations, assumptions and qualifications set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that the Shares have been duly authorized for issuance, and when the Registration Statement has become effective under the Securities Act and if and when the Shares are issued in accordance with the terms and conditions, and for the consideration, set forth in the Merger Agreement, the Shares will be validly issued, fully paid andnon-assessable.
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