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FB Financial Corporation December 27, 2019 Page 2 | | | | | |  |
For purposes of the opinion rendered herein, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, (iii) the due authorization, execution and delivery of the Merger Agreement by all parties thereto, except for the Company and the Bank, (iv) the full legal capacity of natural persons who have executed documents, (v) the genuineness of all signatures, (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the agreements, certificates, contracts, documents, instruments and records that we have reviewed, and (vii) the absence of any undisclosed modifications to the agreements, certificates, contracts, documents, instruments and records that we have reviewed. In particular, we have assumed that FNB and Farmers National have duly authorized, executed and delivered the Merger Agreement, that FNB and Farmers National have the legal right, power and authority under all applicable laws and regulations to execute and deliver the Merger Agreement and to perform their respective obligations thereunder and that the Merger Agreement is a valid and binding obligation of FNB and Farmers National.
For purposes of the opinion rendered herein, we have further assumed that, prior to the issuance of any of the Shares, (i) the Registration Statement will have become effective under the Securities Act, (ii) to the extent required under the laws of the State of Kentucky, the shareholders of FNB will have approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (c) the transactions contemplated by the Merger Agreement, including the Merger, will have been consummated in accordance with the Merger Agreement.
As to any facts material to the opinion rendered herein, we have relied, to the extent we have deemed reliance proper, upon certificates of public officials and, with your permission, certificates of officers of the Company, including the Certificate of Officers, without any independent verification thereof. We have also relied upon the accuracy and completeness of the representations and warranties set forth in the Merger Agreement.
Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when the Registration Statement has become effective under the Securities Act, the Shares, when issued in accordance with the Merger Agreement, will be validly issued, fully paid andnon-assessable.
This opinion is limited to the Tennessee Business Corporation Act (the “TBCA”), including all applicable reported judicial decisions interpreting the TBCA, as in effect on the date hereof. No opinion is rendered as to the laws of any other jurisdiction or any effect which such laws may have on the opinion expressed herein.
Except as otherwise expressly stated herein, the opinion rendered is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof.
No opinion is rendered herein as to the contents of the Registration Statement or the Proxy Statement/Prospectus.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and the reference to us under the caption “Legal Matters” in the Proxy Statement/Prospectus. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Waller Lansden Dortch & Davis, LLP
Waller Lansden Dortch & Davis, LLP
