Exhibit 5.1
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
______
Telephone: (202) 347-0300
Facsimile: (202) 347-2172
WWW.EMTH.COM
TIMOTHY B. MATZ JEFFREY D. HAAS
STEPHEN M. EGE KEVIN M. HOULIHAN
RAYMOND A. TIERNAN KENNETH B. TABACH
W. MICHAEL HERRICK PATRICIA J. WOHL
GERARD L. HAWKINS FIORELIO J. VICENCIO*
NORMAN B. ANTIN DAVID TEEPLES*
JOHN P. SOUKENIK* CRISTIN ZEISLER
GERALD F. HEUPEL, JR. ERIC M. MARION*
JEFFREY A. KOEPPEL DANIEL R. KLEINMAN*
DANIEL P. WEITZEL
PHILIP ROSS BEVAN _____________
HUGH T. WILKINSON
October 29, 1999 OF COUNSEL
ALLIN P. BAXTER
JACK I. ELIAS
SHERYL JONES ALU
*NOT ADMITTED IN D.C. VIA EDGAR
Board of Directors
CB&T Holding Corporation
1100 Poydras Street, Suite 100
New Orleans, Louisiana 70112
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of up to $11,500,000 aggregate principal amount of Junior
Subordinated Deferrable Interest Debentures (the "Junior Subordinated
Debentures") of CB&T Holding Corporation, a Louisiana corporation (the
"Corporation"), up to $11,500,000 aggregate liquidation amount of Cumulative
Trust Preferred Securities (the "Trust Preferred Securities") of Crescent
Capital Trust I, a business trust created under the laws of the State of
Delaware (the "Issuer"), and the Guarantee with respect to the Trust Preferred
Securities (the "Guarantee") to be executed and delivered by the Corporation for
the benefit of the holders from time to time of the Trust Preferred Securities,
we, as your counsel, have examined such corporate records, certificates and
other documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, when:
(1) the Registration Statement relating to the Junior Subordinated
Debentures, the Trust Preferred Securities and the Guarantee has become
effective under the Act;
(2) the Guarantee Agreement relating to the Guarantee with respect to
the Trust Preferred Securities of the Issuer has been duly executed and
delivered;
(3) the Junior Subordinated Debentures have been duly executed and
authenticated in accordance with the Indenture and issued and delivered as
contemplated in the Registration Statement; and
(4) the Trust Preferred Securities have been duly executed in accordance
with the Amended and Restated Trust Agreement of the Issuer and issued and
delivered as contemplated in the Registration Statement;
the Junior Subordinated Debentures and the Guarantee relating to the Trust
Preferred Securities of the Issuer will constitute valid and legally binding
obligations of the Corporation, with the enforceability thereof subject to (a)
applicable bankruptcy, insolvency, receivership, fraudulent transfer,
reorganization, moratorium or similar laws relating to or affecting the
enforcement of creditors' rights generally or the rights of creditors of holding
companies of insured depository institutions, or (b) general equity principles,
including those limiting the right to specific performance or other equitable
relief, regardless of whether such enforceability is considered in a proceeding
in equity or at law.
We understand that you have received an opinion regarding the Trust
Preferred Securities from Richards, Layton & Finger, P.A., special Delaware
counsel for the Corporation and the Issuer. We are expressing no opinion with
respect to the matters contained in such opinion.
Also, we have relied as to certain matters on information obtained from
public officials, officers of the Corporation and other sources believed by us
to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Validity
of Securities" in the Prospectus. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P
By: /s/ Gerald F. Heupel, Jr.
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Gerald F. Heupel, Jr., a Partner