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EXHIBIT 11.1
Baker, Donelson, Bearman & Caldwell
A Professional Corporation
2000 First Tennessee Building
165 Madison Avenue
Memphis, Tennessee
May 19, 1997
Board of Directors
Volunteer Bancorp, Inc.
119 S. Depot Street
Rogersville, Tennessee 37857
RE: REGISTRATION STATEMENT ON FORM SB-1
Gentlemen:
We have acted as counsel to Volunteer Bancorp, Inc., a Tennessee
corporation ("Volunteer") in connection with the registration of 250,000 shares
of the common stock, $.01 par value per share (the "Common Stock"), of Volunteer
to be issued in a public offering. Volunteer has filed a Registration Statement
on Form SB-1 pursuant to the Securities Act of 1933, as amended (the
"Registration Statement").
We have acted as counsel for Volunteer in connection with the proposed
offering and have assisted with the preparation of the Registration Statement
and various corporate documents related thereto. We have examined and relied
upon the following documents and instruments for the purpose of giving this
opinion, which, to our knowledge and in our judgment, are all of the documents
and instruments that are necessary for us to examine for such purpose:
1. The Registration Statement, the prospectus filed therewith
(the "Prospectus") and all exhibits thereto;
2. A copy of the Charter of Volunteer be certified by the
Tennessee Secretary of State;
3. A copy of the bylaws of Volunteer;
4. The minute book of Volunteer; and
5. The stock register of Volunteer.
In giving our opinion, we have assumed without investigation the
authenticity of any document or instrument submitted to us as an original, the
conformity to the authentic original of any document or instrument submitted to
us as a certified, conformed or photostatic copy and the genuineness of all
signatures on such originals or copies.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Common Stock,
when issued in accordance with the Registration Statement, will be validly
issued, fully paid and nonassessable.
Our opinion is subject to the following qualifications and limitations:
i. The opinions expressed herein are subject to the effect of
applicable bankruptcy, insolvency, reorganization or similar
laws affecting the enforcement of creditors' rights and
equitable principles
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limiting the availability of equitable remedies on the
enforceability of contracts, agreements and instruments.
ii. Members of our firm are qualified to practice law in the State
of Tennessee and nothing contained herein shall be deemed to
be an opinion as to any law, rule or regulation other than the
law of the State of Tennessee and the federal law of the
United States.
iii. The opinions set forth herein are expressed as of the date
hereof and, except during the time prior to the effectiveness
of the Registration Statement filed with the Securities and
Exchange Commission, we disclaim any undertaking to advise you
of any changes which may subsequently be brought to our
attention in the facts and the law upon which such opinions
are based.
This opinion is furnished by us solely for your benefit and for the
benefit of those persons who purchase shares of Common Stock in the offering and
is intended to be used as an exhibit to the Registration Statement filed with
the Securities and Exchange Commission. Except for such use, neither this
opinion nor copies hereof may be relied upon by, delivered to, or quoted in
whole or in part by any person without our prior written consent.
We consent to the reference of our firm name under the caption LEGAL
MATTERS in the Prospectus and to the use of our opinion as an exhibit to the
Registration Statement. In giving these consents, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
BAKER, DONELSON, BEARMAN & CALDWELL
By: Linda M. Crouch