EXHIBIT 5
[Letterhead of Phelps Dunbar LLP]
February 1, 2005
The Peoples Holding Company
209 Troy Street
Tupelo, Mississippi 38802
Re: | The Peoples Holding Company |
Registration Statement on Form S-8
The Peoples Bank & Trust Company 401(k) Plan
Ladies and Gentlemen:
We have acted as counsel to The Peoples Holding Company (the “Company”) in connection with the preparation of the above-referenced Registration Statement on Form S-8, in connection with a prior Registration Statement which was first filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 10, 2003, Registration Statement No. 333-104445. The Form S-8 is made to register an aggregate of 450,000 shares of the Company’s $5.00 par value common stock (the “Common Stock”) to be issued under The People’s Bank & Trust Company 401(k) Plan (the “Plan”).
In so acting, we have examined and relied upon the original, or a photostatic or certified copy, of such records of the Company, certificates of officers of the Company and of public officials, and such other documents as we have deemed relevant and necessary as the basis for the opinion set forth below. In such examination, we have assumed the genuineness of all signatures appearing on all documents, the legal capacity of all persons signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, the accuracy and completeness of all corporate records made available to us by the Company, and the truth and accuracy of all facts set forth in all certificates provided to or examined by us.
Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that shares of Common Stock to be issued under the Plan have been duly authorized, and, when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
The Peoples Holding Corporation
February 1, 2005
Page 2
The foregoing opinions are limited to the laws of the State of Mississippi and the federal laws of the United States of America. We express no opinion as to matters governed by the laws of any other state. Furthermore, no opinion is expressed herein as to the effect of any future acts of the parties or changes in existing law. We undertake no responsibility to advise you of any changes after the date hereof in the law or the facts presently in effect that would alter the scope or substance of the opinions herein expressed.
This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this time; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering such matters would not rule in a manner contrary to the opinion set forth above.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us in the prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the General Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ PHELPS DUNBAR LLP