Exhibit 5
LETTERHEAD OF
BROOKS, PIERCE, MCLENDON, HUMPHREY & LEONARD, L.L.P.
July 28, 2011
The Board of Directors
Macon Financial Corp.
220 One Center Court
Franklin, North Carolina 28734
Re: | Macon Financial Corp. (a North Carolina corporation) |
Common Stock, No Par Value Per Share
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in connection with the offer and sale (the “Offering”) of the shares of common stock, no par value per share (“Common Stock”) of Macon Financial Corp. (a North Carolina corporation) (the “Company”). We have reviewed the Company’s Certificate of Incorporation, Registration Statement on Form S-1, initially filed with the Securities and Exchange Commission on June 10, 2011 (the “Form S-1”), as well as applicable statutes and regulations governing the Company and the offer and sale of the Common Stock.
We are of the opinion that upon the declaration of effectiveness of the Form S-1, the Common Stock, when sold, will be legally issued, fully paid and non-assessable.
We hereby consent to our firm being referenced under the caption “Legal Matters” and to the filing of this opinion as an exhibit to the Form S-1, as the same may be amended or supplemented from time to time.
Very truly yours, | ||
/s/ Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P. | ||
Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P. |