RICHARDS, LAYTON & FINGER LETTERHEAD
July 29, 1999
PEBO Capital Trust I
_ Peoples Bancorp Inc.
138 Putnam Street
Marietta, Ohio 45750
Re: PEBO Capital Trust I
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Ladies and Gentlemen:
We have acted as special Delaware counsel for PEBO Capital
Trust I, a Delaware business trust (the "Trust"), and Peoples Bancorp Inc., an
Ohio corporation (the "Company"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(1) The Certificate of Trust of the Trust (the "Certificate"),
as filed in the office of the Secretary of State of the State
of Delaware (the "Secretary of State") on April 13, 1999;
(2) The Original Declaration of Trust, dated as of April 13, 1999, among
the Company and the trustees named therein;
(3) The Amended and Restated Declaration of Trust (including Annex
1 and the Exhibits thereto), dated as of April 20, 1999 (the
"Declaration of Trust"), among the Company, as Sponsor, the
trustees named therein (the "Trustees") and the holders from time to
time of undivided beneficial interests in the Trust;
(4) The Registration Statement (the "Registration Statement") on
Form S-4, including a preliminary prospectus (the "Prospectus")
relating to the Series B 8.62% Capital Securities of the Trust
representing undivided beneficial interests in the Trust (each, a
"Series B Capital Security" and collectively, the "Series B
Capital Securities"), as filed by the Company and the Trust
with the Securities and Exchange Commission on June 22, 1999; and
(5) A Certificate of Good Standing for the Trust, dated June 21, 1999,
obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Declaration of Trust.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed above, and we have assumed that there
exists no provision in any document that we have not reviewed that bears upon or
is inconsistent with the opinions stated herein. We have conducted no
independent factual investigation of our own but rather have relied solely upon
the foregoing documents, the statements and information set forth therein and
the additional matters recited or assumed herein, all of which we have assumed
to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the
Declaration of Trust constitutes the entire agreement among the parties thereto
with respect to the subject matter thereof, including with respect to the
creation, operation and termination of the Trust, and that the Declaration of
Trust and the Certificate are in full force and effect and have not been
amended, (ii) except to the extent provided in paragraph 1 below, the due
creation or due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us under
the laws of the jurisdiction governing its creation, organization or formation,
(iii) the legal capacity of natural persons who are parties to the documents
examined by us, (iv) that each of the parties to the documents examined by us
has the power and authority to execute and deliver, and to perform its
obligations under, such documents, (v) the due authorization, execution and
delivery by all parties thereto of all documents examined by us, (vi) the
receipt by each Person to whom a Series B Capital Security is to be issued by
the Trust (collectively, the "Series B Capital Security Holders") of a Series B
Capital Security Certificate for such Series B Capital Security in exchange for
a Series A Capital Security, in accordance with the Declaration of Trust and the
Prospectus, and (vii) that the Series B Capital Securities will be executed,
authenticated and issued to the Series B Capital Security Holders in accordance
with the Declaration of Trust and the Prospectus. We have not participated in
the preparation of the Registration Statement or the Prospectus and assume no
responsibility for their contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly
existing in good standing as a business trust under the Delaware Business
Trust Act, 12 Del. C. ss. 3801, et seq.
2. The Series B Capital Securities will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.
3. The Series B Capital Security Holders, as beneficial owners
of the Trust, will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware. We note that the Series B
Capital Security Holders may be obligated to make payments as set forth in the
Declaration of Trust.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. In
addition, we hereby consent to the use of our name under the heading "Legal
Matters" in the Prospectus. In giving the foregoing consents, we do not thereby
admit that we come within the category of Persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ ERIC A. MAZIE
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Eric A. Mazie