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November 2, 1994
Hancock Holding Company
One Hancock Plaza
2510 4th Street
Gulfport, Mississippi 39501
Gentlemen:
In our capacity as counsel for Hancock Holding Company, a Mississippi
corporation ("HHC") and Hancock Bank of Louisiana, a Louisiana banking
corporation ("Hancock Bank"), we have examined the Registration Statement on
Form S-4 (the "Registration Statement"), in the form as proposed to be filed by
HHC with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, on November 2, 1994, relating to the
proposed merger (the "Merger") of First Denham Bancshares, Inc. ("Bancshares")
with HHC and the issuance by HHC of up to 774,251 shares of common stock, par
value $3.33 per share (the "Shares"), in connection with the Merger. Pursuant
to the Agreement and Plan of Reorganization (the "Agreement") and a related
Merger Agreement (the "Merger Agreement") dated effective August 20, 1994, each
holder of shares of common and preferred stock of Bancshares will receive HHC
common stock and/or cash. In this regard, we have examined such records,
documents and proceedings as we have deemed relevant and necessary as a basis
for the opinions expressed herein.
Upon the basis of the foregoing, we are of the opinion that:
(i) each of HHC and Hancock Bank is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization,
each has all requisite corporate power and authority to own and lease its
property and to carry on the business described as being carried on by it in
the Registration Statement and each is qualified and in good standing as a
foreign corporation in any jurisdictions in which the character
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Hancock Holding Company
November 2, 1994
Page 2
of the property owned or leased by it or the nature of the activities conducted
by it make such qualification necessary;
(ii) the execution, delivery and performance of the Agreement and the
Merger Agreement have been duly authorized by the Board of Directors of HHC,
and all corporate acts and other corporate proceedings required on the part of
HHC for the due and valid authorization, execution, delivery and performance of
the Agreement and the Merger Agreement, and the consummation of the Merger,
have been validly and appropriately taken. Upon the filing of the executed
Merger Agreement with the Secretary of State of Louisiana, the Merger will be
effective as of the Effective Date as defined in the Agreement;
(iii) the Agreement and the Merger Agreement are the legal, valid and
binding obligations of HHC, and are enforceable against it in accordance with
their terms, except as such enforcement may be limited by bankruptcy,
reorganization, insolvency and other similar laws and court decisions relating
to or affecting the enforcement of creditor's rights generally and except as to
the availability of specific performance or other equitable remedies;
(iv) neither the execution, delivery or performance of the Agreement
or the Merger Agreement by HHC nor the consummation of the transactions
contemplated thereby, will (A) violate, conflict with or result in a breach of
any provision of, constitute a default (or an event that, with notice or lapse
of time or both, would constitute a default) under, result in the termination
of or accelerate the performance required by, or result in the creation of any
lien, security interest, charge or encumbrance upon any of the properties or
assets of HHC under, any of the terms, conditions or provisions of the articles
of incorporation, articles of association or by-laws of HHC or of any material
note, bond, mortgage, indenture, deed of trust, lease, license, agreement or
other instrument or obligation known to us which binds it or any of its assets
or (B) to our knowledge, violate any order, writ, injunction, decree, statute,
rule or regulation of any governmental body applicable to HHC or any of its
assets;
(v) the authorized capital stock of HHC is as set forth in Section
7.2 of the Agreement. All issued and outstanding shares of capital stock of
HHC have been duly authorized and validly issued, and are fully paid and
non-assessable. To our knowledge, except as contemplated in the Agreement
there are no outstanding options, warrants, contracts or commitments entitling
any person to purchase or otherwise acquire from HHC any shares of its capital
stock, other than HHC's Automatic Dividend Reinvestment and Stock Purchase Plan
nor to our knowledge does HHC have any outstanding obligation with respect to
its unissued capital stock or treasury stock, nor any outstanding
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Hancock Holding Company
November 2, 1994
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obligation to repurchase, redeem or otherwise acquire any of its outstanding
shares of capital stock;
(vi) all shares of HHC Common Stock to be issued pursuant to the
Merger have been duly authorized and, when issued pursuant to the Merger
Agreement, will be validly and legally issued, fully paid and non-assessable,
and will be, at the time of their delivery, free and clear of all liens,
charges, security interests, mortgages, pledges and other encumbrances and any
preemptive or similar rights.
(vii) to our knowledge, there are no material claims of any kind or any
material actions, suits, proceedings, arbitrations or investigations pending or
threatened, nor do we have actual knowledge of a basis for any material claim,
in any court or before any governmental agency or instrumentality or
arbitration panel or otherwise against, by or affecting any member of HHC's
consolidated group or the business, condition (financial or otherwise) or
assets of any such member or which would prevent the performance of the
Agreement or the Merger Agreement or any of the transactions contemplated
hereby or thereby or declare the same unlawful or cause the rescission thereof;
and
(viii) the Registration Statement became effective under the Securities
Act prior to the time of the mailing or distribution of the Proxy Statement,
HHC has received all state securities laws permits and authorizations necessary
to consummate the transaction contemplated by the Agreement and, to our
knowledge, no stop order suspending the effectiveness of the Registration
Statement or similar proceeding under any state securities or blue sky laws has
been instituted and none is threatened or contemplated by the SEC or any state
securities board, commission or authority.
We have participated in conferences with representatives of the parties
to the Merger and their respective accountants and counsel in connection with
the preparation of the Registration Statement and the Prospectus/Proxy
Statement and have considered the matters required to be stated therein and the
statements contained therein, and based on the foregoing (in certain
circumstances relying as to materiality on the opinions of officers and
representatives of the parties thereto) nothing has come to our attention that
would lead us to believe that the Registration Statement and the
Prospectus/Proxy Statement, as amended or supplemented, if they have been
amended or supplemented, at the time it became effective and as amended or
supplemented (in the case of Registration Statement), or at the time
distributed to shareholders (in the case of the Proxy Statement), contained any
untrue statement of a material fact or omitted a material fact required to be
stated therein or necessary to make the statements therein not misleading
(except in such case for the financial statements and other financial and
statistical data included therein, as to which no statement or representation
is made).
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Hancock Holding Company
November 2, 1994
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We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the above-referenced Registration
Statement. In addition, we hereby consent to the inclusion of the statements
made in reference to this law firm under the caption "LEGAL MATTERS" in the
Prospectus/Proxy Statement, which is a part of the Registration Statement.
Sincerely yours,
HEIDELBERG & WOODLIFF, P.A.
/s/ Heidelberg & Woodliff, P.A.
LHP/bcm