Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-8 Form S-8, Long-Term Incentive Plan HTML 53K
2: EX-5.1 Opinion of Alston & Bird LLP HTML 11K
3: EX-23.2 Consent of Kpmg LLP HTML 6K
National Bancorporation, Inc. 1994 Long-Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Auburn National Bancorporation, Inc., a Delaware corporation (the
“Corporation”), in connection with the filing of the above-referenced Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register under
the Securities Act of 1933, as amended (the “Securities Act”), 225,000 shares of the Corporation’s common stock, $0.01 par value per share (“Common Stock”), that may be issued pursuant to the Auburn National Bancorporation,
Inc. 1994 Long-Term Incentive Plan (the “Plan”). This opinion letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of the Commission’s Regulation S-K.
We have examined the Plan, the Certificate of Incorporation of the Corporation, the Bylaws of the Corporation, records of proceedings of the Board of Directors of the Corporation deemed
by us to be relevant to this opinion letter, the Registration Statement, and other documents and agreements we deemed necessary for purposes of expressing the opinion set forth herein. We also have made such further legal and factual examinations
and investigations as we deemed necessary for purposes of expressing the opinion set forth herein.
As to certain factual
matters relevant to this opinion letter, we have relied upon certificates and statements of officers of the Corporation and certificates of public officials. Except to the extent expressly set forth herein, we have made no independent investigations
with regard thereto, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification.
This opinion letter is provided to the Corporation and the Commission for their use solely in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted, or
otherwise relied upon by any other person or for any other purpose without our express written consent. The only opinion rendered by us consists of those matters set forth in the sixth paragraph hereof, and no opinion may be implied or inferred
beyond those expressly stated.
Our opinion set forth below is limited to the General Corporation Law of the State of Delaware,
applicable provisions of the Constitution of the State of Delaware and reported judicial
decisions interpreting such General Corporation Law and Constitution, and we do not express any opinion herein concerning any other laws.
Based on the foregoing, it is our opinion that the 225,000 shares of Common Stock covered by the Registration Statement and to be issued
pursuant to the Plan, when issued in accordance with the terms and conditions of the Plan, will be legally and validly issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Registration Statement. In giving such consent, we do not thereby admit
that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
