SEC Info - Valley Financial Corp/VA - ‘SB-2’ on 10/6/04

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Valley Financial Corp/VA – ‘SB-2’ on 10/6/04 – EX-5.1

On: Wednesday, 10/6/04, at 5:04pm ET · Accession #: 1193125-4-167692 · File #: 333-119570

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/06/04  Valley Financial Corp/VA          SB-2                   4:1.5M                                   RR Donnelley/FA

Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Prospectus                                          HTML   1.39M 
 2: EX-5.1      Opinion of Leclair, Ryan, Flippin, Densmore, P.C.   HTML     10K 
 3: EX-21       Subsidiaries of the Registrant                      HTML      4K 
 4: EX-23.1     Consent of Larrowe & Company, P.L.C.                HTML      7K

EX-5.1 — Opinion of Leclair, Ryan, Flippin, Densmore, P.C.

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Opinion of LeClair, Ryan, Flippin, Densmore, P.C.

Exhibit 5.1

1800 Wachovia Tower

Drawer 1200

Roanoke, Virginia 24006

phone: 540-510-3000

fax: 540-510-3050

www.leclairryan.com

Douglas W. Densmore

540-510-3024

douglas.densmore@leclairryan.com

October 6, 2004

Valley Financial Corporation

36 Church Avenue

Roanoke, Virginia 24011

Gentlemen:

We have participated in the preparation of the Registration Statement on Form SB-2 (the “Registration Statement”) to be filed by Valley Financial Corporation (the “Company”) with the Securities and Exchange Commission on October 6, 2004 covering 275,000 shares of common stock, no par value, to be issued by the Company.

For the purposes of this opinion, we have examined the Company’s Articles of Incorporation and Bylaws. We also have examined the Registration Statement and related materials.

Based on the foregoing, with regard to the legality of the issuance of the stock being registered under the Registration Statement, it is our opinion that:

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Commonwealth of Virginia, with full power and authority to carry on the business in which it is now and will be engaged.

All shares of the Company’s common stock, no par value, being registered under the Registration Statement, when issued, will be legally issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the reference to our name therein and under the caption “Legal Opinions” in the prospectus contained therein.

Very truly yours,

/s/ Douglas W. Densmore

LeClair, Ryan, Flippin, Densmore

DWD/sls

Dates Referenced Herein

This ‘SB-2’ Filing	Date	Other Filings

Filed on:	10/6/04	None on these Dates
		List all Filings

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Filing Submission 0001193125-04-167692 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)