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EXHIBIT 5.1
BASS, BERRY & SIMS PLC
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
KNOXVILLE OFFICE DOWNTOWN OFFICE:
900 SOUTH GAY STREET, SUITE 1700 REPLY TO: AMSOUTH CENTER
KNOXVILLE, TN 37902 AMSOUTH CENTER 315 DEADERICK STREET, SUITE 2700
(865) 521-6200 315 DEADERICK STREET, SUITE 2700 NASHVILLE, TN 37238-3001
NASHVILLE, TN 37238-3001 (615) 742-6200
MEMPHIS OFFICE (615) 742-6200
THE TOWER AT PEABODY PLACE MUSIC ROW OFFICE:
100 PEABODY PLACE, SUITE 950 WWW.BASSBERRY.COM 29 MUSIC SQUARE EAST
MEMPHIS, TN 38103-2625 NASHVILLE, TN 37203-4322
(901) 543-5900 (615) 255-6161
February 2, 2005
Wilson Bank Holding Company
623 West Main Street
Lebanon, Tennessee 37087
Re: Registration Statement on Form S-4 (File No. 333-121943)
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-4 (File No. 333-121943) filed by you with the
Securities and Exchange Commission (the "Commission") on January 10, 2005, and
Amendment No. 1, thereto, as filed with the Commission on the date hereof (such
Registration Statement, as amended, being referred to hereinafter as the
"Registration Statement"). The Registration Statement relates to the issuance by
Wilson Bank Holding Company, a Tennessee corporation (the "Company"), of 242,177
shares of its common stock, par value $2.00 per share (the "Common Stock"), in
connection with the proposed merger (the "Merger") of DeKalb Community Bank, an
independent, state chartered bank organized under the laws of the State of
Tennessee, with and into Wilson Bank and Trust, a state chartered bank organized
under the laws of the State of Tennessee and a wholly owned subsidiary of the
Company, pursuant to that certain Agreement and Plan of Merger (the "Merger
Agreement") dated November 16, 2004, by and among the Company, Wilson Bank and
Trust and DeKalb Community Bank.
In connection with this opinion, we have examined and relied upon such
records, documents, certificates and other instruments as in our judgment are
necessary or appropriate in order to express the opinions hereinafter set forth
and have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.
Based upon the foregoing and such other matters as we have deemed
relevant, we are of the opinion that the shares of Common Stock to be issued by
the Company in connection with the Merger, when issued and delivered in the
manner and on the terms set forth in the Merger Agreement and as described in
the Registration Statement (after the Registration Statement is declared
effective), will be validly issued, fully paid and nonassessable.
February 2, 2005
Page 2
We hereby consent to the reference to our law firm in the Registration
Statement under the caption "Legal Matters" and the filing of this opinion with
the Commission as Exhibit 5.1 to the Registration Statement.
Very Truly Yours,
/s/ Bass, Berry & Sims PLC