Attached files
file | filename |
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S-1/A - FORM S-1/A - SEACOAST BANKING CORP OF FLORIDA | g23494a1sv1za.htm |
EX-23.1 - EX-23.1 - SEACOAST BANKING CORP OF FLORIDA | g23494a1exv23w1.htm |
Exhibit 5.1
[Letterhead of Crary, Buchanan, Bowdish, Bovie, Beres, Elder & Williamson, Chartered]
July 14, 2010
Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida 34994
815 Colorado Avenue
Stuart, Florida 34994
Re: | Registration Statement on Form S-1 filed by Seacoast Banking Corporation of Florida |
Ladies and Gentlemen:
We have acted as special counsel for Seacoast Banking Corporation of Florida, a Florida
corporation (the Company), in connection with the Registration Statement on Form S-1
filed with the Securities and Exchange Commission on May 24, 2010, as amended on July 14, 2010 (the Registration
Statement), pursuant to the Securities Act of 1933, as amended (the Securities Act).
The Registration Statement, including the prospectus (the Prospectus), relates to the
registration of 34,465,498 shares of the Companys common stock, par value $0.10 per share (the
Shares), which were issued upon conversion of the Companys Series B Mandatorily Convertible
Noncumulative Nonvoting Preferred Stock, par value $0.10 per share. All of the Shares are being
registered on behalf of certain stockholders of the Company.
For purposes of giving the opinions hereinafter set forth, we have examined such documents,
records and matters of law as we have deemed necessary for the purposes of such opinions. We have
examined, among other documents, originals or copies of the following:
(a) | A Certificate of Good Standing for the Company, dated July 14, 2010, obtained from the Secretary of State of the State of Florida (the Secretary of State); | ||
(b) | The Amended and Restated Articles of Incorporation of the Company, as filed in the office of the Secretary of State on May 31, 2006 (Articles of Incorporation); | ||
(c) | Articles of Amendment to the Articles of Incorporation, filed with the Secretary of the State on December 19, 2008; | ||
(d) | Articles of Amendment to the Articles of Incorporation, filed with the Secretary of the State on June 19, 2009; |
Seacoast Banking Corporation of Florida
July 14, 2010
Page 2
July 14, 2010
Page 2
(e) | Articles of Amendment to the Articles of Incorporation, filed with the Secretary of the State on July 17, 2009; | ||
(f) | Articles of Amendment to the Articles of Incorporation, filed with the Secretary of the State on December 3, 2009; | ||
(g) | Articles of Amendment to the Articles of Incorporation, filed with the Secretary of the State on April 8, 2010; | ||
(h) | Articles of Amendment to the Articles of Incorporation, filed with the Secretary of State on June 23, 2010; | ||
(i) | The Amended and Restated By-Laws of the Company (By-Laws); and | ||
(j) | Resolutions adopted by the Companys Board of Directors on May 20, 2010 to approve the filing of the Registration Statement on Form S-1 and other matters in connection with the registration. |
The opinions set forth below are subject to the following limitations, qualifications and
assumptions:
We have assumed, for purposes of the opinions expressed herein, the legal capacity of all
natural persons executing documents, the genuineness of all signatures, the authenticity of
original and certified documents and the conformity to original or certified copies of all copies
submitted to us as conformed, reproduced or electronic copies. As to facts material to the opinions
and assumptions expressed herein, we have, with your consent, relied on oral or written statements
and representations of officers and other representatives of the Company and others, including, but
not limited to, the representations and warranties of the Company in the Registration Statement
referenced above. We have not independently verified such matters. Our opinion regarding the Shares
that they are fully paid and nonassessable is based solely on the assumption of receipt of the full
consideration required for the issuance of the Shares. We assume that all action required to
register and qualify the securities for sale under all applicable state securities laws will be
accomplished prior to the offer and sale of the Shares.
Based on the foregoing and subject to such legal considerations as we have deemed relevant, we
are of the opinion that the Shares have been duly authorized, and are validly issued, fully paid and
nonassessable.
The opinions expressed herein are limited solely to (i) the federal laws of the United States
of America and (ii) the laws of the State of Florida, in each case as currently in effect, and we
express no opinion as to the effect of the laws of any other jurisdiction on the opinions expressed
herein. Our opinions are limited to those expressly set forth herein, and we express no opinions by
implication.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement
and to the reference to us as special counsel for the Company under the caption Experts in the
prospectus comprising a part of such Registration Statement. In giving such consent, we do not
thereby admit that we are included in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Seacoast Banking Corporation of Florida
July 14, 2010
Page 3
July 14, 2010
Page 3
This letter is furnished solely with respect to the Registration Statement and is not to be
used for any other purpose.
Very truly yours, |
||||
/s/ Lawrence E. Crary, III | ||||
Lawrence E. Crary, III | ||||
Crary, Buchanan, Bowdish, Bovie, Beres, Elder & Williamson, Chartered | ||||