BANK OF FLORIDA CORP - FORM S-1/A - EX-5.1 - OPINION OF IGLER & DOUGHERTY, P.A. - March 24, 2010

Attached files

file filename
S-1/A - PRE-EFFECTIVE AMENDMENT NO 6 TO FORM S-1 - BANK OF FLORIDA CORPds1a.htm
EX-4.5 - FORM OF RIGHTS CERTIFICATE - BANK OF FLORIDA CORPdex45.htm
EX-1.2 - FORM OF PLACEMENT AGENT AGREEMENT - BANK OF FLORIDA CORPdex12.htm
EX-8.1 - TAX OPINION OF IGLER & DOUGHERTY, P.A. - BANK OF FLORIDA CORPdex81.htm
EX-1.1 - FORM OF DEALER MANAGER AGREEMENT - BANK OF FLORIDA CORPdex11.htm
EX-99.8 - FORM OF BENEFICIAL OWNER ELECTION FORM - BANK OF FLORIDA CORPdex998.htm
EX-23.3 - CONSENT OF PORTER KEADLER MOORE, LLP - BANK OF FLORIDA CORPdex233.htm
EX-99.2 - FORM OF INSTRUCTIONS FOR USE OF RIGHTS CERTIFICATE - BANK OF FLORIDA CORPdex992.htm
EX-99.3 - FORM OF NOTICE OF GUARANTEED DELIVERY - BANK OF FLORIDA CORPdex993.htm
EX-23.2 - CONSENT OF HACKER, JOHNSON & SMITH, P.A. - BANK OF FLORIDA CORPdex232.htm

Exhibit 5.1

 

Tallahassee Office   LOGO   Tampa Office
                                                                                                                                                                                   

 

2457 Care Drive

Tallahassee, Florida 32308

(850) 878-2411 - Telephone

(850) 878-1230 - Facsimile

e-mail: tall@idlaw.biz

    

 

500 N. Westshore Blvd, Suite 1010

Tampa, Florida 33609

(813) 289-1020 - Telephone

(813) 289-1070 - Facsimile

e-mail: tampa@idlaw.biz

REPLY TO TALLAHASSEE OFFICE

March 24, 2010

Board of Directors

Bank of Florida Corporation

1185 Immokalee Road

Naples, Florida 34110

 

  RE: Bank of Florida Corporation Registration Statement
       on Form S-1 for 85,873,694 Shares of Common Stock

Ladies and Gentlemen:

We have acted as counsel for Bank of Florida Corporation (“Company”) in connection with the proposed public offering of the shares of its $0.01 par value Common Stock covered by the above-described Registration Statement.

In connection therewith, we have examined the following:

 

  •  

The Articles of Incorporation of the Company, as filed with the Secretary of State of Florida;

 

  •  

The Bylaws of the Company;

 

  •  

A Resolution of the Company’s Board of Directors, certified as correct and complete by the Corporate Secretary of the Company, authorizing the sale of up to 85,873,694 shares of common stock;

 

  •  

Certificate of Active Status with respect to the Company, issued by the Secretary of State of the State of Florida; and

 

  •  

The Registration Statement, including all exhibits and amendments thereto.

Based upon such examination and upon examination of such other instruments and records as we have deemed necessary, we are of the opinion that:

 

  •  

The Company has been duly incorporated and is validly existing under the laws of the State of Florida.

 

  •  

The 85,873,694 shares of $0.01 par value common stock covered by the Registration Statement have been legally authorized and when issued in accordance with the terms described in said Registration Statement, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the aforementioned Registration Statement on Form S-1 and to the reference to this firm under the caption “Legal Matters” in the prospectus. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the rules and regulations of the Securities and Exchange Commission thereunder.

Sincerely,

IGLER & DOUGHERTY, P.A.

BANK OF FLORIDA CORP Reports