January 9, 2001
Hancock Holding Company
Attn: Carl J. Chaney
One Hancock Plaza
2510 14th Street
Gulfport, MS 39501
Re: Hancock Holding Company
Registration Statement on Form S-8
Directors Deferred Compensation Plan
Ladies and Gentlemen:
We have acted as counsel to Hancock Holding Company (the "Company") in
connection with the preparation of the above-referenced Registration Statement
on Form S-8 filed by the Company with the Securities and Exchange Commission
(the "Commission") with respect to the issuance by the Company of an aggregate
of 100,000 shares of $3.33 par value common stock (the "Common Stock") issuable
under the Hancock Holding Company Directors Deferred Compensation 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 the
Common Stock has been duly authorized, and, when issued in accordance with the
terms described in the Registration Statement, will be validly issued, fully
paid and nonassessable.
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 opinions 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,
PHELPS DUNBAR LLP
