Exhibit 5.1
H. MAURICE MITCHELL (1925-2011)
JOHN K. BAKER SHERRY P. BARTLEY STEVE BAUMAN R. T. BEARD, III C. DOUGLAS BUFORD, JR. BURNIE BURNER1 FREDERICK K. CAMPBELL2 MICHELLE H. CAULEY CHARLES B. CLIETT, JR.3 KEN COOK CATHERINE M. CORLESS4 ELISABETH S. DELARGY5 JILL GRIMSLEY DREWYOR6 DOAK FOSTER2 BYRON FREELAND KAREN P. FREEMAN7 JENNY T. GARRETT8 ALLAN GATES2 KATHLYN GRAVES HAROLD W. HAMLIN L. KYLE HEFFLEY9 ANTON L. JANIK, JR. 10 | M. SAMUEL JONES III TONY JUNEAU JOHN ALAN LEWIS WALTER E. MAY BRUCE MCCANDLESS III11 LANCE R. MILLER STUART P. MILLER T. ARK MONROE, III2 TODD L. NEWTON MARSHALL S. NEY JENNIFER R. PIERCE CHRISTOPHER D. PLUMLEE LYN P. PRUITT CHRISTOPHER T. ROGERS J. SCOTT SCHALLHORN BARRY G. SKOLNICK12 DERRICK W. SMITH2 STAN D. SMITH JEFFREY L. SPILLYARDS JEFFREY THOMAS2 BRIAN A. VANDIVER WILLIAM H.L. WOODYARD, III, P.A. WALTER G. WRIGHT, JR. LEIGH ANNE YEARGAN TOD YESLOW7 | 425 WEST CAPITOL AVENUE, SUITE 1800 LITTLE ROCK, ARKANSAS 72201-3525 TELEPHONE 501-688-8800 FAX 501-688-8807 | ANGELA ARTHERTON MELISSA BANDY 1K.C. BARNER TRAV BAXTER CORY D. CHILDS CRAIG COCKRELL COURTNEY C. CROUCH, III ALEX T. GRAY MEGAN HARGRAVES BEN D. JACKSON 13HOLLY LAR CHRISTOPHER A. MCNULTY KATIE M. PAPASAN BRIAN A. PIPKIN 7KATHY SHARP BRADFORD R. SHUMPERT ZACHARY T. STEADMAN MARY CATHERINE WAY ASHLEY D. YOUNGER | COUNSEL MICHELE ALLGOOD BENJAMIN D. BRENNER JASON T. BROWNING 7ADRIA W. CONKLIN JANE W. DUKE 14GEORGE R. ERNST MARTHA M. HILL MARGARET A. JOHNSTON KEVIN LEMLEY D. NICOLE LOVELL 15JULIE M. POMERANTZ CLAYBORNE S. STONE KAREN WHATLEY
OF COUNSEL W. CHRISTOPHER BARRIER JOSEPH W. GELZINE DONALD H. HENRY 13HERMANN IVESTER ANNE S. PARKER 1LARRY PARKS JOHN S. SELIG MARCELLAJ.TAYLOR RICHARD A. WILLIAMS |
WRITER’S DIRECT DIAL 501-688-8800 | ||||
1 ONLY ADMITTEDIN TEXAS 2 ADMITTEDIN DISTRICTOF COLUMBIAAND ARKANSAS 3 ADMITTEDIN ARIZONA, TEXASAND ARKANSAS 4 ADMITTEDIN TENNESSEEAND ARKANSAS 5 ADMITTEDIN TENNESSEEAND TEXAS 6 ADMITTEDIN OKLAHOMAAND ARKANSAS 7 ADMITTEDIN TEXASAND ARKANSAS 8 ADMITTEDIN LOUISIANAAND ARKANSAS 9 ADMITTEDIN MISSOURIAND ARKANSAS | May 14, 2013 | 10 ADMITTEDIN COLORADOAND ARKANSAS 11 ADMITTED IN NEW YORK, WASHINGTON, D.C. AND TEXAS 12 ADMITTEDIN NEW YORKAND PENNSYLVANIA 13 ADMITTEDINTHE U.S. PATENT AND TRADEMARK OFFICEAND ARKANSAS 14 ADMITTEDIN PENNSYLVANIAAND ARKANSAS 15 ADMITTEDIN GEORGIAAND TEXAS ALL OTHERS ADMITTED ONLYIN ARKANSAS |
Board of Directors
Home BancShares, Inc.
719 Harkrider, Suite 100
Conway, Arkansas 72032
Re: | Registration Statement on Form S-8 |
Gentlemen:
We are acting as counsel to Home BancShares, Inc., an Arkansas corporation (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”), filed on the date hereof with the Securities and Exchange Commission pursuant to Rule 462(a) under the Securities Act of 1933, as amended, relating to the proposed offering of up to 540,000 additional shares of the Company’s common stock, par value $0.01 per share, all of which shares (the “Shares”) may be issued by the Company pursuant to the Company’s Amended and Restated 2006 Stock Option and Performance Incentive Plan (the “Plan”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the following documents:
1. An executed copy of the Registration Statement.
2. The Restated Articles of Incorporation of the Company, with all amendments thereto, as certified by the Secretary of State of the State of Arkansas and by the Secretary of the Company on the date hereof as being complete, accurate and in effect.
Board of Directors
Home BancShares, Inc.
May 14, 2013
Page 2
3. The Restated Bylaws of the Company, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect.
4. A copy of the Plan, as amended.
5. All resolutions or minutes of the Board of Directors and the shareholders of the Company, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect, relating to the adoption and amendment of the Plan and arrangements in connection therewith and the registration of shares issued pursuant to the Plan, including the Registration Statement.
In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Arkansas Business Corporation Act of 1987, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations.
Based upon, subject to and limited by the foregoing, we are of the opinion that assuming receipt by the Company of the consideration for the Shares pursuant to the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable.
This opinion letter speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to us in Item 5 of Part II of the Registration Statement. In giving this opinion and consent, we do not admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.
Very truly yours, |
/s/ MITCHELL, WILLIAMS, SELIG, |
GATES & WOODYARD, P.L.L.C. |
MITCHELL, WILLIAMS, SELIG, |
GATES & WOODYARD, P.L.L.C. |