EXHIBIT 5
[SNELL & WILMER L.L.P. LETTERHEAD]
September __, 2001
Sun Community Bancorp Limited
2777 East Camelback Road, Suite 375
Phoenix, Arizona 85016
Re: Registration Statement on Form S-4 (File No. 333-______)
Dear Ladies and Gentlemen:
We have acted as counsel to Sun Community Bancorp Limited, an Arizona
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933 (the
"Securities Act"), of the Company's Registration Statement on Form S-4, File No.
333-________ (the "Registration Statement"), relating to the registration of
284,531 shares of common stock, no par value ("Common Stock"). In arriving at
the opinion expressed below, we have reviewed the Registration Statement and the
exhibits thereto.
In addition, we have reviewed the originals or copies certified or
otherwise identified to our satisfaction, of all such corporate records of the
Company and such other instruments and other certificates of public officials,
officers and representatives of the Company, and other persons, and we have made
such investigation of law, as we have deemed appropriate as a basis for the
opinions expressed below. In rendering the opinions expressed below, we have
assumed (i) the genuineness of signatures not witnessed, the authenticity of
documents submitted as originals, and the conformity to originals of documents
submitted as copies, (ii) the legal capacity of all natural persons executing
the documents discussed herein, (iii) that such documents accurately describe
and contain the mutual understanding of the parties and that there are no oral
or written statements or agreements that modify, amend, or vary or purport to
modify, amend, or vary any of the terms of such documents, and (iv) that, as to
documents executed by entities other than the Company, that such entity had the
power to enter into and perform its obligations under such documents, and that
such documents have been duly authorized, executed, and delivered by, and are
valid, binding upon, and enforceable against, such entities.
Based upon the foregoing, we are of the opinion that:
(1) when the following events have occurred:
(a) The Registration Statement has become effective under the
Securities Act;
(b) The approval of the shareholders in the manner contemplated by
the Registration Statement;
(c) The due authorization, registration, and delivery of the
certificate or certificates evidencing the Common Stock;
(d) The Common Stock is issued and sold and consideration has been
received therefor in the manner specified in the Registration
Statement and the exhibits thereto;
(e) The compliance with all applicable contracts, agreements, and
instruments in respect of the issuance of the Common Stock has
occurred; and
(f) The receipt of all necessary approvals, consents or waivers, and
the satisfaction of all necessary conditions, to the issuance of
the Common Stock has been obtained or satisfied; then
(2) the Common Stock to be issued by you will be legally issued, fully
paid, and non-assessable.
The foregoing opinions are limited to the federal law of the United States
of America and the laws of the State of Arizona. We express no opinion as to the
application of the various state securities laws to the offer, sale, issuance,
or delivery of the Common Stock. The opinions expressed herein are based upon
the law and other matters in effect on the date hereof, and we assume no
obligation to revise or supplement this opinion should such law be changed by
legislative action, judicial decision, or otherwise, or should any facts or
other matters upon which we have relied be changed.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Proxy Statement/Prospectus
included therein.
Very truly yours,
/s/ Snell & Wilmer L.L.P.
Snell & Wilmer L.L.P.