Exhibit 5
[ON BARLEY, SNYDER, SENFT & COHEN, LLC LETTERHEAD]
January 11, 2002
Fulton Financial Corporation
One Penn Square
Lancaster, PA 17604
Re: Form S-8 Registration Statement
Dear Ladies and Gentlemen:
We have acted as counsel to Fulton Financial Corporation ("Fulton") in
connection with the registration under the Securities Act of 1933, as amended,
by means of a registration statement on Form S-8 (the "Registration Statement"),
of 25,000 shares of the $2.50 par value common stock of Fulton ("Common Stock"),
to be issued pursuant to Fulton's The Drovers and Mechanics Bank Salary Deferral
Plan (the "Plan"). The Registration Statement also registers an indeterminate
number of additional shares which may be necessary, as provided under the terms
of the Plan, to adjust the number of shares registered thereby for issuance as
the result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock as well as an indeterminate amount of interests in the
Plan. All shares of Common Stock to be distributed under the Plan will be issued
shares reacquired on the open market and held by the trustee of the Plan.
This Opinion Letter is provided pursuant to the requirements of Item
601(b)(5)(i) of Regulation S-K of the Securities and Exchange Commission for
inclusion as an exhibit to the Registration Statement.
This Opinion Letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the American Bar Association's
Section of Business Law (1991), as supplemented or modified by the Pennsylvania
Third-Party Legal Opinion Supplement (the "Pennsylvania Supplement") of the
Pennsylvania Bar Association's Section of Corporation, Banking and Business Law
(1992). As a consequence, this Opinion Letter is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord and the
Pennsylvania Supplement, and this Opinion Letter shall be read in conjunction
therewith. The Law covered by the opinions expressed herein is limited to the
federal law of the United States of America and the law of the Commonwealth of
Pennsylvania. Except as otherwise indicated herein, capitalized terms used in
this Opinion Letter are defined and set forth in the Accord or the Pennsylvania
Supplement.
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In our examination, we have assumed, without investigation, the genuineness
of all signatures, the legal capacity of all natural persons, the authenticity
of all documents submitted to us as originals, the conformity to the original
documents and records of all documents and records submitted to us as certified,
photostatic or facsimile or other electronically transmitted copies and the
authenticity of documents and records of which they are copies, the accuracy and
completeness of all corporate records made available to us, the identity and
capacity of all individuals acting or purporting to act as public officials, and
the accuracy of the factual matters contained in the documents and records we
have examined. We have further assumed, without investigation, that each party
to such documents and records other than the Company: i) has the power and
capacity to enter into and perform all of its obligations under such documents
and records; ii) has duly authorized all requisite action with respect to such
documents and records; and iii) has duly executed and delivered such documents
and records.
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. No facts have come
to our attention that would cause us to believe any statements of facts assumed
or relied upon by us are untrue or incorrect. Our opinions herein are subject to
the following conditions and assumptions, in addition to those set forth in the
Accord and the Pennsylvania Supplement:
(1) No other change occurs in applicable law or the pertinent facts; and
(2) The provision of "blue sky" and other securities laws as may be
applicable have been complied with to the extent required.
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of (i) the Plan; (ii) the Articles of
Incorporation of Fulton, as amended; (iii) the Bylaws of Fulton as amended and
restated to date; (iv) resolutions adopted by the Board of Directors of Fulton
on December 18, 2001; (v) the form of the Registration Statement on Form S-8
proposed to be filed with the Securities Exchange Commission in connection with
securities to be issued under the Plan; (vi) the prospectus proposed to be
distributed to all Plan participants with respect to the Fulton Common Stock
under the Registration Statement; and (vii) such documents as we have deemed
necessary or appropriate as a basis for the opinion set forth below.
Based upon and subject to the foregoing, and subject to the condition that
the terms of the Plan will be strictly complied with, we are of the opinion that
the 25,000 shares of Fulton Common Stock covered by the Registration Statement
and to be issued in connection with the Plan have been duly authorized and, when
issued, will be legally issued, fully paid and nonassessable.
We hereby 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
acting 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. This opinion is rendered by us solely for
the purpose stated in the first paragraph hereof and is limited to the matters
expressly stated herein as of the date hereof, and no opinion or other statement
may be inferred
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or implied beyond matters expressly stated herein. No other person, plan or
entity is entitled to rely on this opinion or any portion thereof without our
prior written approval in each instance.
Very truly yours,
Barley, Snyder, Senft & Cohen, LLC
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