BROOKS, PIERCE, MCLENDON, HUMPHREY & LEONARD, L.L.P.
ATTORNEYS AND COUNSELLORS AT LAW
2000 RENAISSANCE PLAZA
POST OFFICE BOX 26000
GREENSBORO, NORTH CAROLINA 27420
TELEPHONE: (910) 373-8850
TELEX: 574301
FACSIMILE: (910) 378-1001
June 4, 1997
CCB Financial Corporation
111 Corcoran Street
Durham, North Carolina 27702
Gentlemen:
We have acted as counsel to CCB Financial Corporation, a North Carolina
bank holding company ("CCBF"), in connection with the Agreement and Plan of
Reorganization, dated February 17, 1997, between CCBF and American Federal Bank,
FSB ("AFB") and the related Plan of Merger and Combination (collectively, the
"Merger Agreement"). As such counsel, we have reviewed such certificates of
government officials, certificates and written statements of officers and such
documents and records of CCBF as we have deemed necessary as a basis for the
opinions expressed herein. Capitalized terms appearing herein and not otherwise
defined are used as defined in the Merger Agreement.
In giving certain of the opinions set forth below, we have relied
solely upon certifications and letters provided to us by public officials and
governmental authorities. As to matters of fact set forth below, and matters of
fact which form the basis for any opinion set forth below, we have relied solely
upon: (i) certificates and statements of officers, employees and accountants of
CCBF; (ii) the representations and warranties of CCBF set forth in the Merger
Agreement; (iii) documents previously filed by CCBF with the Office of Thrift
Supervision ("OTS"), the Board of Governors of the Federal Reserve ("Federal
Reserve"), the Federal Deposit Insurance Corporation (the "FDIC") and/or the
Securities and Exchange Commission ("SEC"); and (iv) the federal governmental
approvals obtained by CCBF and AFB. Except as expressly stated herein, we have
not independently verified any factual matters in connection with the giving of
our opinions set forth below.
In addition, in giving our opinions set forth below, we have assumed,
without independent verification, that the following is true:
a. Based on certificates from officers of AFB and opinions of
counsel to AFB, AFB is a federal savings bank that is duly
organized and chartered, validly existing and in good standing
under the laws of the United States. AFB and CCBF have the
full power and authority to consummate the Merger as set forth
in the Merger Agreement
CCB Financial Corporation
June 4, 1997
Page 2
and all other transactions described in the Prospectus/Joint
Proxy Statement. All documents and instruments executed by AFB
and CCBF in connection therewith have been duly executed and
delivered on behalf of, and are enforceable in accordance with
their terms against AFB and CCBF.
b. The signatures of all persons signing any document or
instrument delivered in connection with the Merger Agreement
or the consummation of the Merger are genuine and all such
persons executing such documents, have been duly authorized to
execute and deliver such documents and instruments.
c. All natural persons executing any document or instrument
delivered in connection with the Merger Agreement or the
consummation of the Merger have legal competency to do so, all
documents submitted to us as originals are authentic and all
documents submitted to us as certified or photostatic copies
conform to the original documents, which are themselves
authentic.
d. Other than the receipt of all approvals of the Regulatory
Authorities and the approval of the shareholders of AFB and
CCBF, no event will take place subsequent to the date hereof
which would cause any act taken in connection with the Merger
to fail to comply with any law, rule, regulation, order,
judgment, decree or duty.
e. AFB and CCBF have complied or will comply with all conditions
of all approvals of the Regulatory Authorities.
f. The corporate minute books and related records of CCBF
presented to us for examination are accurate and complete.
On the bases of such assumptions, and subject to the qualifications and
limitations set forth herein, we are of the opinion that, except as disclosed in
the Prospectus/Joint Proxy Statement, the Merger Agreement or the CCB Disclosure
Memorandum:
1. Subject to receipt of all approvals of the Regulatory
Authorities and the approval of the shareholders of CCBF and
AFB and the consummation of the Merger in accordance with the
terms of the Merger Agreement, the Merger will qualify as a
statutory merger effected pursuant to the Home Owners' Loan
Act and the applicable regulations of the OTS.
CCB Financial Corporation
June 4, 1997
Page 3
All opinions and statements set forth in this letter are expressly
limited and qualified as follows:
a. The opinions expressed herein are limited to matters of North
Carolina law and the federal laws of the United States of
America. No opinion is expressed as to any matter which is
governed by the laws of any other jurisdiction.
b. Our opinions are limited to the matters expressly stated
herein, and no opinion may be inferred or implied beyond the
matters expressly stated.
c. The enforceability of all or various provisions of the Merger
Agreement may be limited by the effect of applicable
bankruptcy, insolvency, reorganization, moratorium,
arrangement or other similar laws now or hereafter in effect
relating to or limiting the enforcement of such rights
generally and general principles of equity governing and
limiting the availability of specific performance, injunctive
relief and other equitable remedies (regardless of whether
such enforceability is considered in a proceeding in equity or
at law) and may be further limited by federal or state banking
laws and regulations and the application of principles of
public policy underlying such laws and regulations. Further,
the provisions of the Merger Agreement respecting
indemnification may be limited or void as against public
policy pursuant to applicable laws and regulations.
d. These opinions are delivered to you pursuant to the comments
of the staff of the SEC dated May 28, 1997, on the Form S-4
filed April 23, 1997 of which the Prospectus/Joint Proxy
Statement is a part. We consent to inclusion of this letter
and our opinions herein as an exhibit to the Registration
Statement, as amended.
e. Our opinions herein are limited to facts and matters in
existence as to the date hereof, and we undertake no
responsibility to revise or supplement this letter or our
opinions herein to reflect any change in the law or facts.
Very truly yours,
BROOKS, PIERCE, McLENDON,
HUMPHREY & LEONARD, L.L.P.
By: /s/ Robert A. Singer
Robert A. Singer