Exhibit 5.1
[Williams, Mullen, Clark & Dobbins letterhead]
April 4, 2000
Board of Directors
First National Corporation
112 West King Street
Strasburg, Virginia 22657
Re: Dividend Reinvestment Plan
Ladies and Gentlemen:
This letter is delivered to you in connection with the actions taken
and proposed to be taken by First National Corporation, a Virginia corporation
(the "Company"), with respect to the offer and sale from time to time pursuant
to the Company's Dividend Reinvestment Plan (the "Plan"), of up to 25,000 shares
of the Company's common stock, par value $5.00 per share (the "Shares"). As
counsel to the Company, we have reviewed the Registration Statement on Form S-3
(the "Registration Statement") to be filed by the Company with the Securities
and Exchange Commission to effect the registration of the Shares under the
Securities Act of 1933, as amended.
In this regard, we have examined such corporate proceedings, records
and documents as we have deemed necessary or advisable in connection with the
opinions set forth herein.
Based upon such examination, it is our opinion that the Shares, when
issued pursuant to the Registration Statement and the terms and conditions of
the Plan, will be validly issued, fully paid and nonassessable. The foregoing
opinion is limited to the laws of the Commonwealth of Virginia, and we express
no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm as counsel to the
Company in the Registration Statement.
Very truly yours,
WILLIAMS, MULLEN, CLARK & DOBBINS, P.C.
By:
-----------------------------------------
A Shareholder