EXHIBIT 5
[Werner & Blank, LLC Letterhead]
June 3, 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, as
amended (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
June 3, 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
5-2