EXHIBIT 5
BODMAN, LONGLEY & DAHLING LLP
34TH FLOOR 100 RENAISSANCE CENTER
DETROIT, MICHIGAN 48243
(313) 259-7777
FAX (313) 393-7579
September 27, 2002
201 WEST BIG BEAVER ROAD
SUITE 500
TROY, MICHIGAN 48084
(248) 743-6000
FAX (248) 743-6002
110 MILLER, SUITE 300
ANN ARBOR, MICHIGAN 48104
(734) 761-3780
Securities and Exchange Commission FAX (734) 930-2494
450 Fifth Street, N.W.
Washington, D.C. 20549 229 COURT STREET
P.O. BOX 405
CHEBOYGAN, MICHIGAN 48721
(231) 627-4351
FAX (231) 627-2802
Ladies and Gentlemen:
This firm is counsel to CNB Corporation, a Michigan corporation (the
"Corporation). This opinion is being rendered with respect to the registration
statement on Form S-8 filed by the Corporation with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933 (the
"Act"), as amended, 50,000 shares of the Corporation's Common Stock, $2.50 par
value (the "Shares") to be issued under the Corporation's 1996 Stock Option Plan
(the "Plan").
We have examined such certificates, instruments, and documents and
reviewed such questions of law as we have considered necessary or appropriate
for the purposes of this opinion, and, on the basis of such examination and
review, it is our opinion that the Shares have been duly authorized and, when
issued in accordance with the terms of the Plan, will be legally issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Sincerely yours,
BODMAN, LONGLEY & DAHLING LLP
By: /s/ Barbara A. Bowman
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Barbara A. Bowman, a partner