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[ALSTON & BIRD LLP LETTERHEAD]
[FORM OF OPINION]
September __, 1997
FIRST PALM BEACH BANCORP, INC.
450 South Australian Avenue
West Palm Beach, Florida 33401
Re: First Palm Beach Bancorp, Inc.
$35,000,000 Series B 10.35%
Senior Debentures Due 2002
Ladies and Gentlemen:
We have participated in the preparation of a registration statement on
Form S-4 (the "Registration Statement") for filing with the Securities and
Exchange Commission in respect to up to $35,000,000 Series B Senior Debentures
Due 2002 (the "Series B Securities") of First Palm Beach Bancorp, Inc. (the
"Company"), to be issued under the Indenture, dated as of June 30, 1997 (the
"Indenture") between the Company and the Bank of New York as Trustee. The
Series B Securities are to be issued by the Company pursuant to an exchange
offer (the "Exchange Offer") to the holders of $35,000,000 Series A Senior
Securities (the "Series A Securities") of the Company.
The Series A Securities are subject to the registration rights set
forth in the Registration Rights Agreement, dated as of June 30, 1997 (the
"Registration Rights Agreement"), between the Company and Keefe, Bruyette &
Woods, Inc. (the "Initial Purchaser"), which relates to the Exchange Offer.
For purposes of rendering the opinion expressed herein, we have
examined the Company's Certificate of Incorporation and all amendments thereto;
the Company's By-laws and amendments thereto, the Indenture, the Registration
Rights Agreement and such of the Company's corporate records as we have deemed
necessary and material to rendering our own opinion.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic
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FIRST PALM BEACH BANCORP, INC.
September __, 1997
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copies and the authenticity of the originals of such latter documents. In
making our examination of documents executed by parties other than the Company,
we have assumed that such parties had the power, corporate or other, to enter
into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof on such parties. As to any facts material to the opinions expressed
herein which we did not independently establish or verify, we have relied upon
oral or written statements and representations of officers and other
representatives of the Company. In addition, we have assumed and have not
verified (i) the accuracy as to factual matters of each document we have
reviewed or (ii) that the Series B Securities will be duly authenticated in
accordance with the terms of the Indenture.
Based upon the foregoing, we are of the opinion that:
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware with corporate power
and authority under such laws to own and operate its properties and conduct its
business as described in the Offering Memorandum.
(b) The Indenture has been duly authorized, executed and delivered by
the Company and constitutes a valid and binding agreement of the Company and is
enforceable against the Company in accordance with its terms, except to the
extent that enforcement thereof may be limited by the receivership,
conservatorship and supervisory powers of regulatory agencies generally as well
as to bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting creditors' rights generally or by general equitable
principles (regardless of whether considered in a proceeding in equity or at
law) and the availability of equitable remedies.
(c) The Series B Securities have been duly authorized for issuance by
the Company; and the Series B Securities, when executed, authenticated and
delivered in the manner provided for in the Indenture and issued in the
Exchange Offer as contemplated in the Registration Rights Agreement, will be
duly executed and delivered by the Company and will constitute valid and
binding obligations of the Company entitled to the benefits of the Indenture
and enforceable against the Company in accordance with their terms, except as
enforcement thereof may be limited by the receivership, conservatorship and
supervisory powers of regulatory agencies generally as well as to bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting creditors' rights generally or by general equitable principles
(regardless of whether considered in a proceeding in equity or at law) and the
availability of equitable remedies.
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FIRST PALM BEACH BANCORP, INC.
September __, 1997
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We are members of the District of Columbia Bar and the State Bar of
Georgia, and, accordingly, do not purport to be experts on or to be qualified
to express any opinion herein concerning any law other than the laws of the
State of Georgia and the District of Columbia, the General Corporation Law of
the State of Delaware, and the federal laws of the United States to the extent
referred to specifically herein. We note that various of the documents and
matters referred to herein are governed by the laws of the State of New York.
In this regard, we have assumed, with your permission, that such laws are
identical to the laws of the State of Georgia.
We hereby consent to being named as a party rendering a legal opinion
under the caption "Legal Matters" in the Prospectus constituting part of the
Registration Statement and to the filing of this opinion with the Securities
and Exchange Commission.
Very truly yours,
ALSTON & BIRD LLP