EXHIBIT 5.1
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LAW OFFICES
MALONEY & KNOX
5225 Wisconsin Ave., NW, Suite 316
Washington, D.C. 20015-2014
(202) 293-1414 (202) 293-1702 fax
April 8, 1998
Board of Directors
American Bancorporation
1025 Main Street, Suite 800
Wheeling, WV 26003
Re: Registration Statement on Form S-2
Dear Board Members:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of up to $11,500,000 aggregate principal amount of Junior
Subordinated Deferrable Interest Debentures (the "Junior Subordinated
Debentures") of American Bancorporation, an Ohio corporation (the
"Corporation"), up to $11,500,000 aggregate liquidation amount of Cumulative
Trust Preferred Securities (the "Trust Preferred Securities") of American
Bancorporation Capital Trust I, a business trust created under the laws of the
State of Delaware (the "Issuer"), and the Guarantee.,with respect to the Trust
Preferred Securities (the "Guarantee") to be executed and delivered by the
Corporation for the benefit of the holders from time to time of the Trust
Preferred Securities, we, as your counsel, have examined such corporate records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, when:
(i) the Registration Statement relating to the Junior Subordinated
Debentures, the Trust Preferred Securities and the Guarantee has become
effective under the Act;
(ii) the Guarantee Agreement relating to the Guarantee with respect to
the Trust Preferred Securities of the Issuer has been duly executed and
delivered;
(iii) the Junior Subordinated Debentures have been duly executed and
authenticated in accordance with the Indenture and issued and delivered as
contemplated in the Registration Statement; and
(iv) the Trust Preferred Securities have been duly executed in
accordance with the Amended and Restated Trust Agreement of the Issuer and
issued and delivered as contemplated in the Registration Statement,
the Junior Subordinated Debentures and the Guarantee relating to the Trust
Preferred Securities of the Issuer will constitute valid and legally binding
obligations of the Corporation, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.
We understand that you have received an opinion regarding the Trust
Preferred Securities from Richards, Layton & Finger, P.A., special Delaware
counsel for the Corporation and the Issuer. We are expressing no opinion with
respect to the matters contained in such opinion.
Also, we have relied as to certain matters on information obtained from
public officials, officers of the Corporation and other sources believed by us
to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Validity
of Securities" in the Prospectus. In giving such consent, we do not thereby
admit that we are in the category of persons whose comment is required under
Section 7 of the Act.
Very truly yours,
MALONEY & KNOX
By: /s/ Barry C. Maloney
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Barry C. Maloney