FOUNDERS
George F. Eaton (1892-1956)
George F. Peabody (1912-1999)
Merrill R. Bradford (1917-2012)
Arnold L. Veague (1915-2003)
Calvin E. True
Bernard J. Kubetz
John F. Loyd, Jr.
Bruce B. Hochman
William B. Devoe
Karen A. Huber
P. Andrew Hamilton
Judy A.S. Metcalf
Timothy C. Woodcock
Seth W. Brewster
Thad B. Zmistowski
Gretchen L. Jones
Neal F. Pratt
William V. Ferdinand, Jr.
Nathaniel S. Putnam
David C. Pierson
David M. Austin
Matthew S. Raynes
Matthew C. Worthen
Noreen A. Patient
Daniel S. Pittman
Sarah E. Newell
Sarah L. Reinhart
Jeffrey W. Spaulding
Ryan P. Dumais
Jason C. Barrett
Jonathan A. Pottle
Nathaniel R. Fenton
Alfred C. Frawley, III
John David Kennedy
Edward F. Feibel
John A. Cunningham
Eric C. Marshall
Jonathan B. Huntington
Sarah S. Zmistowski
Leslie C. Hallock
Allison C. Lucy
Anne E. O’Donovan
Adria Y. LaRose
Erica M. Johanson
Michael Tadenev
Jeremy S. Grant
Laura E. Shortill
Mariah D. Mitchell
OF COUNSEL
Thomas M. Brown (Retired)
Peter M. Garcia
Daniel G. McKay
Glen L. Porter
Clare Hudson Payne
Dorisann B.W. Wagner
David S. Wakelin
Offices in Augusta, Bangor,
Brunswick, Ellsworth
and Portland.
Exhibit 5.1
 | 167 Park Row, P.O. Box 9 Brunswick, Maine 04011-0009 Telephone 207-729-1144 Fax 207-729-1140 eatonpeabody.com |
August 18, 2016
Bar Harbor Bankshares
82 Main Street
Bar Harbor, Maine 04609
| Re: | Securities Being Registered under Registration Statement on Form S-4 |
Ladies and Gentlemen:
This opinion is furnished to you in connection with your filing of a Registration Statement on Form S-4 (together with each Annex and all Exhibits and amendments to any of them as of the date hereof, the “Registration Statement”) with the Securities and Exchange Commission (“Commission”) in accordance with the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of up to 4,177,285 shares of Common Stock, par value $2.00 per share (the “Shares”), of Bar Harbor Bankshares, a Maine corporation (the “Company”), pursuant to that certain Agreement and Plan of Merger dated May 5, 2016 between the Company and Lake Sunapee Bank Group (the “Merger Agreement”).
We have examined the Registration Statement, the Merger Agreement, the Articles of Incorporation and Bylaws of the Company as currently in effect and resolutions of the Company’s Board of Directors approving the Merger Agreement and authorizing the issuance of Shares pursuant thereto. In conducting our examination and giving this opinion, we have relied on certifications, statements or other representations of the officers and representatives of the Company as to factual matters and have assumed the following:
1) the authenticity of all instruments presented to us as originals;
2) the conformity with originals of all instruments presented to us as copies;
3) the genuineness of all signatures;
4) the legal capacity and authority of all natural persons;
5) prior to the issuance of any Shares, the stockholders of the Company will approve the issuance pursuant to and in accordance with the Merger Agreement and Maine law; and
6) upon the issuance of any Shares, the total number of shares of Common Stock of the Company issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue.
Our opinion set forth below is limited to the laws of the State of Maine and specifically the Maine Business Corporation Act, Title 13-C of the Maine Revised statutes, as in effect on the date hereof.
Based upon and subject to the foregoing, in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that upon issuance following an order of the Commission declaring the Registration Statement to be effective, and pursuant to the Merger Agreement, the Shares will be duly authorized by appropriate corporate action and will be validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and any amendments thereto and to the reference to our firm under the caption “Legal Matters” in the joint proxy statement/prospectus included therein. In giving our consent, we do not 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 thereunder.
Very truly yours,
/s/ Eaton Peabody P.A.
EATON PEABODY P.A.