EXHIBIT 5
[Werner & Blank, LLC Letterhead]
April 30, 2003
Board of Directors
Old Florida Bankshares, Inc.
6321 Daniels Parkway
Fort Myers, Florida 33912
Gentlemen:
We have acted as counsel to Old Florida Bankshares, Inc. (the
"Corporation"), a Florida corporation registered as a financial holding
company under the Bank Holding Company Act of 1956, as amended (the "BHCA"),
in connection with the preparation of the Registration Statement on Form S-4
(the "Registration Statement") filed by the Corporation under the Securities
Act of 1933, as amended (the "1933 Act"), with the Securities and Exchange
Commission relating to the issuance of up to 863,675 common shares, $.01 par
value (the "Shares"), of the Corporation in connection with the consummation
of the merger transaction contemplated by the Agreement and Plan of Merger,
dated as of December 31, 2002 (the "Merger Agreement"), between the
Corporation and Marine Bancshares, Inc., a Florida corporation registered as a
bank holding company under the BHCA ("Marine").
In connection with the preparation of this opinion, we have examined
and are familiar with each of the following:
1. the Articles of Incorporation and Bylaws of the Corporation, each as
currently in effect;
2. the Registration Statement;
3. the Merger Agreement;
4. the resolutions (the "Authorizing Resolutions") adopted by the Board
of Directors of the Corporation relating to the issuance of the Shares and
approving the Merger Agreement; and
5. such other records, documents or instruments as in our judgment are
necessary or appropriate to enable us to render the opinions herein.
In our examinations and in rendering the opinion set forth below, we have
assumed, without independent investigation or examination, (a) the genuineness
of all signatures, the authenticity and completeness of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as copies and the authenticity of the originals of
such latter documents; (b) that the final, executed copy of each document
submitted to us in draft form will not differ in any material respect from the
draft form of such document submitted to us; (c) that, with respect to
documents executed by parties other than the Corporation, those parties had
the power, corporate or otherwise, to enter into and perform all obligations
thereunder and that those documents were duly authorized by all requisite
action, corporate or otherwise, of those parties, that those documents were
duly executed and delivered by those parties and that those documents are the
valid and binding agreements of those parties; (d) the Registration Statement,
as finally amended, will become and remain effective throughout all periods
relevant to the opinion expressed below; (e) the prospectus (the "Prospectus")
included in the Registration
Board of Directors
April 30, 2003
Page 2
Statement will fulfill, and, together with any subsequent amendments or
supplements thereto, will continue to fulfill all of the requirements of the
Securities Act, throughout all periods relevant to the opinion expressed
below; (f) the Authorizing Resolutions will not be revoked or rescinded, and
no amendment, modification, or other alteration of the Authorizing Resolutions
will cause such resolutions, as amended, to deviate materially in substance
from the provisions of the Authorizing Resolutions as in effect on the date
hereof; (g) all offers, sales and issuances of the Shares will be made in a
manner (1) which complies with the terms, provisions and conditions described
in the Prospectus and any amendments or supplements to the Prospectus, and (2)
which is within the scope of the Authorizing Resolutions; (h) all offers,
sales and issuances of the Shares will comply with the applicable securities
laws of the states having jurisdiction; and (i) no subsequent amendment,
modification or other alternation of the Prospectus or the Registration
Statement will cause the terms, provisions and conditions relating to the
offer, sale and issuance of the Shares pursuant thereto to deviate materially
in substance from said terms, provisions and conditions as described therein
on the date hereof. As to the facts material to our opinions expressed herein
which were not independently established or verified, we have relied upon oral
or written statements and representations of officers and other
representatives of the Corporation.
The opinion expressed below is subject to the following qualifications:
(a) the opinion expressed below is limited to the matters expressly set forth
in this opinion letter, and no opinion is to be implied or may be inferred
beyond the matters expressly so stated; (b) we disclaim any obligation to
update this opinion letter for events occurring after the date of this opinion
letter; and (c) the opinion expressed below is limited to the effect of the
Florida Business Corporation Act; accordingly, no opinion is expressed with
respect to the laws of any other jurisdiction, or the effect thereof, on the
offer, sale or issuance of the Shares.
Based upon and subject to the foregoing, and the further qualifications
and limitations set forth below, as of the date hereof, we are of the opinion
that the Shares have been duly authorized by the Corporation and will, when
issued in accordance with the terms and conditions of the Merger Agreement, be
validly issued, fully paid and non-assessable.
This opinion is furnished to you for use in connection with the
Registration Statement and may not be used for any other purpose without our
prior written consent. We hereby consent to the use of our name in the
Registration Statement under the caption "Legal Matters" and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Werner & Blank, LLC
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