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EXHIBIT 5
ROBINSON, BRADSHAW & HINSON, P.A.
ATTORNEYS AT LAW
SOUTH CAROLINA OFFICE
101 NORTH TRYON STREET, SUITE 1900 THE GUARDIAN BUILDING
CHARLOTTE, NORTH CAROLINA 28246 ONE LAW PLACE - SUITE 600
TELEPHONE (704) 377-2536 P.O. DRAWER 12070
FAX (704) 378-4000 ROCK HILL, S.C. 29731
TELEPHONE (803) 325-2900
FAX (803) 325-2929
August 8, 2000
Park Meridian Financial Corporation
6826 Morrison Boulevard
Charlotte, North Carolina 28211
Attention: Kevin T. Kennelly
Re: Registration Statement on Form S-8 for Park Meridian Financial
Corporation
Ladies and Gentlemen:
We have served as counsel to Park Meridian Financial Corporation, a
North Carolina corporation (the "Company"), in connection with the preparation
by the Company of a registration statement on Form S-8 (the "Registration
Statement") for filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the offer and sale of up to
442,657 shares of the Company's common stock, $.01 par value per share (the
"Shares"), to be issued by the Company pursuant to (i) the Park Meridian Bank
Employee Stock Option Plan, (ii) the Park Meridian Bank Stock Option Plan for
Non-employee Directors and (iii) the Amended and Restated Employment and Stock
Option Agreement dated as of January 1, 1998, between Park Meridian Bank (the
"Bank") and Kevin T. Kennelly (collectively, the "Plans"), which Plans were
assumed by the Company pursuant to an Agreement and Plan of Reorganization and
Share Exchange, dated as of May 25, 2000 (the "Reorganization Agreement")
between the Company and the Bank.
We have examined the Plans, the Reorganization Agreement, the Articles
of Incorporation of the Company filed with the Office of the Secretary of State
of the State of North Carolina on May 11, 2000 (the "Charter") and the By-laws
of the Company (the "Bylaws"), and such other corporate and other documents and
records and certificates of public officials we have deemed necessary in order
to enable us to render this opinion.
We have assumed (i) the authority and genuineness of all signatures,
(ii) the legal capacity of all natural persons, (iii) the authenticity of all
documents submitted to us as originals, and (iv) the conformity to authentic
original documents of all documents submitted to us as certified, conformed or
photostatic copies.
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Park Meridian Financial Corporation
August 8, 2000
Page 2
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Based upon the foregoing, and subject to the qualifications and
limitations set forth herein, we are of the opinion that:
(i) The Company is a corporation duly incorporated and validly existing
under the laws of the State of North Carolina; and
(ii) The Shares, if and when originally issued and sold by the Company
pursuant to the terms and conditions of the applicable Plan, and upon payment of
the consideration, if any, payable therefor pursuant to the applicable Plan,
will be legally issued, fully paid and non-assessable, and will represent
validly authorized and outstanding shares of the common stock of the Company.
We have assumed that the Company and those officers, employees and
directors that may receive options to purchase Shares under the Plan will have
complied with the relevant requirements of the Plan and that all prescribed
filings with regulatory authorities, including any stock exchanges having
jurisdiction, will be effected in accordance with their respective requirements
and that the approvals of such regulatory authorities, including any stock
exchanges having jurisdiction, will have been granted prior to the issuance of
any of the Shares.
The opinions expressed herein are contingent upon the Registration
Statement becoming effective under the Securities Act of 1933 and the Charter
and Bylaws not being further amended prior to the issuance of the Shares.
The foregoing opinions are limited to the laws of the State of North
Carolina, and we express no opinion with respect to the laws of any other state
or jurisdiction.
We hereby consent to the filing of a copy of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ Robinson, Bradshaw & Hinson, P.A.