Exhibit 5.0
Opinion of Igler & Dougherty, P.A.
Regarding Legality of Shares of the Company
IGLER & DOUGHERTY, P.A.
Attorneys at Law
1501 PARK AVENUE EAST
TALLAHASSEE, FLORIDA 32301
--------
Winter Park Office Tampa Office
------- ------
Federal Trust Bank Building (850) 878-2411 TELEPHONE Park Tower - Suite 2625
1211 Orange Avenue (850) 878-1230 FACSIMILE 400 North Tampa Street
Winter Park, Florida 32789 Tampa, Florida 33602
(407) 647-0822-Telephone REPLY TO:TALLAHASSEE OFFICE (813) 307-0510-Telephone
(407) 647-8089-Facsimile (813) 307-0415-Facsimile
July 1, 1997
Board of Directors
Federal Trust Corporation
1211 Orange Avenue
Winter Park, Florida 32789
Gentlemen:
As corporate counsel for Federal Trust Corporation ("Company") we have
been requested to provide our opinion concerning certain matters of Florida law
relating to the issuance and registration of shares of common stock by the
Company in connection with the Company's filing of a Form S-1 Registration
Statement with the Securities and Exchange Commission.
In connection with our opinion, we have reviewed the Company's 1996
Amended Articles of Incorporation and the 1995 Amended and Restated Articles of
Incorporation filed with the Florida Secretary of State ("Articles of
Incorporation"), its Bylaws, the Registration Statement to be filed on Form S-1
with the Securities and Exchange Commission in connection with the registration
of shares of Company common stock, and the stock certificates of the Company. In
our examination we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity with
the originals of all documents supplied to us as copies and the accuracy and
completeness of all corporate records. We have relied upon, as to the factual
matters, written statements and other documents from officers of the Company,
public officials and government agencies and departments, and we have assumed
the accuracy and authenticity of such certificate and documents.
Based upon and subject to the foregoing, and limited in all respects to
matters of Florida law, it is our opinion that:
1. The Company has been duly organized and is validly existing in
good standing as a corporation under the laws of Florida, with
corporate power and authority to own its property and conduct
business as described in the Form S-1 Registration Statement;
and
Board of Directors
July 1, 1997
Page 2
2. The shares of the Company common stock to be issued in
connection with the Form S-1 Registration Statement, have been
duly authorized and will constitute validly issued, fully paid
and non-assessable shares, with no personal liability for the
payment of the Company debts arising by virtue of the
ownership thereof.
We assume no obligation to advise you of any events that occur
subsequent to the date of the opinion. This opinion is being furnished to you
for your benefit and may not be relied upon by any other person or for any other
purpose, and it should not be quoted in whole or in part, or otherwise referred
to, nor be filed with or furnished to any governmental agency or other person or
entity without the prior written consent of this firm. In that regard, we
understand that it is the Company's intent to file this opinion as an exhibit to
the Form S-1 Registration Statement in connection with the registration of
shares of Company common stock and to that extent we hereby consent to such
filing.
Sincerely,
IGLER & DOUGHERTY, P.A.
/s/ Igler & Dougherty, P.A.
---------------------------------------