Exhibit 5.1
FIRM and AFFILIATE OFFICES
DUANE MORRIS
NEW YORK
LONDON
CHICAGO
HOUSTON
PHILADELPHIA
SAN FRANCISCO
BOSTON
WASHINGTON, DC
ATLANTA
July 21, 2004 MIAMI
NEWARK
ALLENTOWN
WILMINGTON
CHERRY HILL
HARRISBURG
BANGOR
PRINCETON
PALM BEACH
WESTCHESTER
Board of Directors
F.N.B. Corporation
One F.N.B. Boulevard
Hermitage, Pennsylvania 16148
Re: F.N.B. Corporation
Amendment No. 1 to Registration Statement on Form S-4
4,250,000 Shares
Ladies and Gentlemen:
We have acted as counsel to F.N.B. Corporation, a Florida corporation
("FNB"), in connection with the registration under the Securities Act of 1933,
as amended (the "Act"), pursuant to Amendment No. 1 to the registration
statement on Form S-4 (the "Registration Statement") of up to 4,250,000 shares
(the "Shares") of FNB's common stock, par value $.01 per share. The Shares are
issuable by FNB in exchange for outstanding shares of common stock, par value
$.25 per share, of Slippery Rock Financial Corporation, a Pennsylvania
corporation ("Slippery Rock"), pursuant to the terms and conditions of that
certain Amended and Restated Agreement and Plan of Merger dated as of July 15,
2004 between FNB and Slippery Rock (the "Merger Agreement").
In connection therewith, we have examined the following:
(1) The articles of incorporation, as amended, of FNB, certified by the
Secretary of State of the State of Florida;
(2) The By-laws of FNB, certified as complete and correct by the
Secretary of FNB;
Board of Directors
F.N.B. Corporation
Page 2
July 21, 2004
(3) Minutes of meetings of the board of directors of FNB, certified as
correct and complete by the Secretary of FNB;
(4) Certificate of Active Status with respect to FNB, issued by the
Secretary of State of the State of Florida; and
(5) The Registration Statement.
Based upon such examination and upon our examination of such other
instruments and records that we have deemed necessary, we are of the opinion
that:
(A) FNB has been duly incorporated and its status is active under the
laws of the State of Florida; and
(B) The Shares have been legally authorized and, when issued in
accordance with the terms of the Merger Agreement, will be legally
issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the caption "Legal Matters" in
the proxy statement/prospectus contained in the Registration Statement.
Respectfully,
DUANE MORRIS LLP
By: /s/ Frederick W. Dreher
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Frederick W. Dreher