Exhibits 5 and 23.2
December 20, 2002
The Peoples Holding Company
209 Troy Street
Tupelo, MS 38802
Re: The Peoples Holding Company
Registration Statement on Form S-8
2001 Long-Term Incentive Plan
Deferred Compensation 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 filed by the Company with the Securities and Exchange Commission
(the "Commission") with respect to the issuance by the Company of an aggregate
of 280,000 shares of common stock, par value $5.00 per share (the "Common
Stock") pursuant to The Peoples Holding Company 2001 Long-Term Incentive Plan
and the Deferred Compensation Plan. In so doing, 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 of the Plans, 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 opinion set forth above.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. 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
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PHELPS DUNBAR LLP