Exhibit 5.1
August 3, 2005
Fulton Financial Corporation
One Penn Square
Lancaster, PA 17604
Re: Fulton Financial Corporation
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Fulton Financial Corporation, a
Pennsylvania corporation (the "Corporation") in connection with the filing by
the Corporation with the Securities and Exchange Commission (the "Commission")
of an exchange offer registration statement (the "Registration Statement") on
Form S-4 under the Securities Act of 1933, as amended (the "Act"), relating to
the issuance of up to $100 million principal amount of 5.35% Subordinated Notes
due April 1, 2015, Series B (the "Exchange Securities"), by the Corporation
pursuant to the Indenture, dated as of March 28, 2005 (the "Indenture"), between
the Corporation and Wilmington Trust Company, as Trustee.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act. Capitalized terms used and not
defined herein shall have the respective meanings set forth in the Registration
Statement.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following:
(i) Copy of the Registration Statement on Form S-4 filed by the
Corporation with the Commission on June 22, 2005 under the Act;
(ii) Copy of Amendment No. 1 to the Registration Statement on Form S-4
filed by the Corporation with the Commission on August 3, 2005 under the Act;
(iii) Executed copy of the Indenture;
(iv) Form of certificate evidencing the Exchange Securities; and
(v) Executed copy of the Registration Rights Agreement, dated as of
March 28, 2005 (the "Registration Rights Agreement"), by and among the
Corporation and the Initial Purchasers.
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August 3, 2005 Page 2
We have also examined such other documents, corporate records, certificates and
other instruments, and have examined such matters of law, as we have deemed
appropriate for the purpose of rendering the opinion expressed below.
Where we have deemed appropriate, we have relied upon representations
or certifications of officers of the Corporation. We have assumed the accuracy
of all statements of fact therein and in the documents listed above, and we have
not made any independent investigation thereof. We have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all
signatures, the legal capacity of natural persons and the conformity to the
originals and authenticity of all documents submitted to us as copies. In making
our examination of any documents, we have assumed that all parties had the
corporate power and authority to enter into and perform all obligations
thereunder, and, as to such parties, we have also assumed the due authorization
by all requisite action, the due execution and delivery of such documents and,
except for the Exchange Securities, the validity and binding effect and
enforceability thereof.
This opinion letter is based upon our review of the documents referred
to herein. In rendering this opinion letter, except for any matter that is
specifically addressed in the opinion expressed below, we have made no inquiry,
have conducted no investigation and assume no responsibility with respect to the
accuracy of and compliance by the parties thereto with the representations,
warranties and covenants as to factual matters contained in any document. Each
assumption herein is made and relied upon with your permission and without
independent investigation. The attorneys in this firm who are directly involved
in the representation of parties to the transactions to which this opinion
letter relates, after such consultation with such other attorneys in this firm
as they deemed appropriate, have no actual present knowledge of the inaccuracy
of any fact relied upon in rendering this opinion letter.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the laws of the State of New York and the federal
laws of the United States of America. Any opinion expressed below to the effect
that any agreement is valid, binding and enforceable relates only to an
agreement that designates therein the laws of the State of New York as the
governing law thereof. We do not express any opinion herein with respect to any
matter not specifically addressed in the opinion expressed below, including
without limitation (i) any statute, regulation or provision of law of any
county, municipality or other political subdivision or any agency or
instrumentality thereof or (ii) the "doing business," securities or tax laws of
any jurisdiction, other than the federal securities laws of the United States.
As to matters involving the laws of the State of Pennsylvania, we have made no
independent investigation thereof and, with your permission, have relied upon
the opinion of Barley, Snyder LLC, upon which opinion we believe it is
reasonable to rely.
Based upon and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, we are of the opinion that when the Indenture
has been qualified under the Trust Indenture Act of 1939, as amended, and when
the Exchange Securities are executed, authenticated and delivered in the manner
provided for in the exchange offer as contemplated in the Registration Rights
Agreement, the Exchange Securities will be legally issued, fully paid and
nonassessable and will constitute valid and binding obligations of the
Corporation and will entitle the holders thereof to the benefits of the
Indenture, enforceable against the Corporation in accordance with their terms,
except as rights to indemnity and contribution thereunder may be limited under
applicable law or public policy, and subject to the qualifications that (i)
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August 3, 2005 Page 3
enforcement thereof may be limited by bankruptcy, insolvency, receivership,
reorganization, liquidation, voidable preference, moratorium or other laws
(including the laws of fraudulent conveyance and transfer) or judicial decisions
affecting the enforcement of creditors' rights generally or the reorganization
of financial institutions and (ii) the enforceability of the Corporation's
obligations thereunder is subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law)
and to the effect of certain laws and judicial decisions upon the availability
and enforceability of certain remedies, including the remedies of specific
performance and self-help.
We assume no obligation to revise, supplement or withdraw this opinion
letter, or otherwise inform the Corporation or other person or entity, with
respect to any change occurring subsequent to the delivery hereof in any
applicable fact or law or any judicial or administrative interpretation thereof,
even though such change may affect a legal analysis or conclusion contained
herein.
We consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Opinions" in the prospectus which is part of the Registration Statement.
Very truly yours,
/s/ Thacher Proffitt & Wood LLP