Exhibit 5.1


                    [STINSON MORRISON HECKER LLP LETTERHEAD]



November 21, 2002


Board of Directors
Exchange National Bancshares, Inc.
132 East High Street
Jefferson City, Missouri 65101

Re:      Registration Statement on Form S-3
         Exchange National Bancshares, Inc.
         Dividend Reinvestment Plan

Gentlemen:

         We have served as counsel to Exchange National Bancshares, Inc. (the
"Company"), in connection with the preparation and filing of the above
referenced registration statement (and included prospectus) on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended, and the
Rules and Regulations promulgated thereunder, registering the offer and sale of
up to one hundred fifty thousand (150,000) shares of common stock of the
Company, par value $1.00 per share (the "Shares"), through the Exchange National
Bancshares, Inc. Dividend Reinvestment Plan (the "Plan").

         We have assisted the Company in the preparation of the Registration
Statement and included prospectus.

         In rendering the opinions contained herein, we have examined such
corporate records of the Company, such laws and such other information as we
have deemed relevant, including the Company's Certificate of Incorporation, as
amended, and Bylaws, as amended, certain resolutions adopted by the Board of
Directors of the Company relating to the Plan and certificates received from
state officials and from officers of the Company. In delivering this opinion, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as certified, photostatic or conformed copies, and the
correctness of all statements submitted to us by officers of the Company.

         Based upon the foregoing, we are of the opinion that:

                  1.    The Company is a corporation duly incorporated, validly
                        existing and in good standing under the laws of the
                        State of Missouri.





Board of Directors
November 21, 2002
Page 2




                  2.    All Shares offered and sold through the Plan, if any,
                        that are authorized but unissued shares of the Company
                        immediately prior to such sale, if offered and sold in
                        accordance with the Plan, will be validly issued and
                        outstanding and will be fully paid and nonassessable.

         We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement.
We also consent to the filing of copies of this opinion letter as an exhibit to
the Registration Statement as filed with agencies of such states as you deem
necessary in the course of complying with the laws of such states regarding the
offer and sale of the Shares pursuant to the Plan.



                                                 Very truly yours,


                                                 /s/ Stinson Morrison Hecker LLP





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