EXHIBIT 5
HARRIS
BEACH &
WILCOX
August 6, 1998 A LIMITED LIABILITY
PARTNERSHIP
ATTORNEYS AT LAW
119 EAST SENECA STREET
P.O. BOX 580
ITHACA, NEW YORK. 14850
(607) 273-6444
(607) 273-6802 (Fax)
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Tompkins County Trustco, Inc.
The Commons, P.O. Box 460
Ithaca, New York 14851
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, for the registration of 240,000 shares of common stock,
$.10 par value per share (the "Shares"), of Tompkins County Trustco, Inc., a New
York corporation (the "Company"), issuable under the Company's 1998 Stock Option
Plan (the "Plan").
We have acted as counsel for the Company in connection with the Plan
and are familiar with the actions taken by the Company in connection therewith.
For purposes of this opinion we have examined the Registration Statement, the
Plan and such other documents as we have deemed appropriate.
Based upon the foregoing, we are of the opinion that (i) the Shares
have been duly authorized and (ii) the Shares, when issued and sold in
accordance with the terms of the Plan, will have been validly issued and will be
fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
HARRIS BEACH & WILCOX, LLP
By:
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Mark B. Wheeler