Exhibit 5
(804) 343-4089
2994.027
January 7, 1999
F&M National Corporation
9 Court Square
Post Office Box 2800
Winchester, Virginia 22604
Ladies and Gentlemen:
We have acted as counsel to F&M National Corporation, a Virginia
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-4 of the Company (the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission"), relating
to the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of a maximum of 675,000 shares (the "Shares") of the
Company's common stock, par value $2.00 per share, issuable pursuant to the
Agreement and Plan of Reorganization, dated as of November 25, 1998, by and
among the Company, F&M Bank-Northern Virginia and Security Bank Corporation
("SBC"), and the related Plan of Merger (collectively, the "Agreement"), whereby
each share of SBC common stock, par value $5.00 per share ("SBC Common Stock"),
will be exchanged for shares of Company common stock pursuant to the terms set
forth in the Agreement.
In connection with this opinion, we have considered such questions of law
as we have deemed necessary as a basis for the opinions set forth below, and we
have examined and are familiar with originals or copies, certified or otherwise
identified to our satisfaction, of the following: (i) the Registration
Statement; (ii) the Articles of Incorporation and By-laws of the Company, as
amended and as currently in effect; (iii) certain resolutions of the Board of
Directors of the Company relating to the issuance of the Shares and the other
transactions contemplated by the Registration Statement; (iv) the Agreement; and
(v) such other documents as we have deemed necessary or appropriate as a basis
for the opinion set forth below. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such copies. As to any facts material to this opinion that we did not
independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company and others.
Based upon the foregoing, we are of the opinion that if and when issued in
exchange for shares of SBC Common Stock pursuant to the terms of the Agreement
and under the circumstances contemplated by the Registration Statement, the
Shares will be validly issued, fully paid and non-assessable.
The law covered by the opinion set forth above is limited to the laws of
the Commonwealth of Virginia and the federal law of the United States of
America.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement and to the reference to our name under
the caption "Legal Matters" in the Proxy Statement/Prospectus constituting a
part of the Registration Statement.
Sincerely,
LECLAIR RYAN
A Professional Corporation
By: /s/George P. Whitley
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George P. Whitley
Vice President
GPW/lsr