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EXHIBIT 5
May 19, 1997
First Palm Beach Bancorp, Inc.
450 South Australian Avenue
West Palm Beach, Florida 33402-3515
Gentlemen:
As counsel for First Palm Beach Bancorp, Inc., a Delaware corporation
("FPBB"), we have participated in the preparation of a registration statement
on Form S-8 to be filed by FPBB with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), on or about the date hereof in connection with the First
Palm Beach Bancorp, Inc. 1993 Incentive Stock Option Plan (the "Plan"). The
Registration Statement registers 250,000 shares (the "Shares") of FPBB Common
Stock, $.01 par value (the "Common Stock"), and the Preferred Share Purchase
Rights attached thereto (the "Rights"). This opinion is given with respect to
the Shares to the extent they are newly-issued shares of Common Stock.
In connection therewith, we have examined FPBB's Certificate of
Incorporation and FPBB's Bylaws, each as amended to the date hereof; the Rights
Agreement dated as of January 23, 1995 between FPBB and Mellon Bank, N.A. (the
"Rights Agreement"), providing for the issuance of the Rights; resolutions
adopted by the Board of Directors of FPBB on January 23, 1995 providing, among
other things, for distribution of the Rights and approving the Rights
Agreement; resolutions of the Board of Directors of FPBB on September 17, 1996
providing, among other things, for an increase in the number of shares of
Common Stock available under the Plan from 343,500 to 593,500 shares, and such
other corporate documents and records, certificates of public officials and
questions of law as we deemed necessary or appropriate for the purposes of this
opinion.
We have also reviewed the relevant statutory provisions of the
Delaware General Corporation Law and such other legal authority in Delaware as
we have deemed relevant.
For purposes of the opinion related to the Rights expressed herein, we
have assumed (1) that FPBB has sufficient authorized but unissued shares of
preferred stock to provide fully for the exercise of the Rights without
amendment of FPBB's Certificate of Incorporation to increase the number of
authorized but unissued shares of preferred stock, (2) that no member of the
Board of Directors of FPBB has any personal interest therein (except for an
interest arising solely from ownership of FPBB Common Stock) and (3) that in
approving the Rights Agreement and the transactions provided for therein, each
member of the Board of Directors has discharged his duties in the good faith
exercise of his business judgment, in a manner he reasonably believed to be in
the best interest of FPBB and its stockholders and with such care as an
ordinarily prudent person in a like position would use under similar
circumstances, and that he did not act solely or primarily to perpetuate his
office. Nothing has come to our attention that would lead us to believe that
we are not justified in relying on such assumptions.
Based on the foregoing, we advise you that:
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First Palm Beach Bancorp, Inc.
May 19, 1997
Page 2
I.
The shares of Common Stock, when sold as contemplated by the
Registration Statement, will be validly issued, fully paid and non-assessable.
II.
The Rights, when issued as contemplated by the Registration Statement,
will be validly issued.
The foregoing opinions are rendered subject to the qualification that
we are members of the Florida Bar. The foregoing opinions are limited to the
laws of the State of Florida, the Delaware General Corporation Law and the
federal laws of the United States insofar as they bear on the matters covered
hereby.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
STEEL HECTOR & DAVIS LLP