Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - PAB BANKSHARES INC | g20707a3sv1za.htm |
EX-1.1 - EX-1.1 - PAB BANKSHARES INC | g20707a3exv1w1.htm |
EX-23.1 - EX-23.1 - PAB BANKSHARES INC | g20707a3exv23w1.htm |
Exhibit 5.1
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TROUTMAN SANDERS LLP Attorneys at Law Bank of America Plaza 600 Peachtree Street, NE, Suite 5200 Atlanta, Georgia 30308-2216 404.885.3000 telephone troutmansanders.com |
May 11, 2010
PAB Bankshares, Inc.
3250 North Valdosta Road
Valdosta, Georgia 31602
3250 North Valdosta Road
Valdosta, Georgia 31602
Re: Registration Statement on Form S-1/A (Registration No. 333-162317)
Ladies and Gentlemen:
You have requested our opinion, as special counsel to PAB Bankshares, Inc., a Georgia
corporation (the Company), with respect to the filing of a Registration Statement on Form S-1/A
and any amendments thereto (the Registration Statement) under the Securities Act of 1933, as
amended (the Act) relating to up to an aggregate of $92,000,000 of common stock of the Company,
no par value per share (the Shares). The Registration Statement is being filed by the Company
with the Securities and Exchange Commission (the Commission) under the Act on or about the date
hereof. This opinion is being provided at your request for filing as an exhibit to the
Registration Statement.
In connection with this opinion, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of such instruments, certificates, records and documents, and have
reviewed such questions of law, as we have deemed necessary or appropriate for purposes of this
opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to the original documents of all
documents submitted as copies and the authenticity of the originals of such latter documents. As
to any facts material to our opinion, we have relied upon the aforesaid instruments, certificates,
records and documents and inquiries of your representatives.
Based upon the foregoing examination, we are of the opinion that the Shares have been duly
authorized and, when issued by you in the manner contemplated by the Registration Statement, will
be validly issued, fully paid and nonassessable.
We are, in this opinion, opining only on the laws of the State of Georgia and the federal law
of the United States. We are not opining on blue sky or other state securities laws.
ATLANTA CHICAGO HONG KONG LONDON NEW YORK NEWARK NORFOLK ORANGE COUNTY
RALEIGH RICHMOND SAN DIEGO SHANGHAI TYSONS CORNER VIRGINIA BEACH WASHINGTON, DC
RALEIGH RICHMOND SAN DIEGO SHANGHAI TYSONS CORNER VIRGINIA BEACH WASHINGTON, DC

May 11, 2010
Page 2
Page 2
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the statements with respect to our name wherever it appears in the Registration Statement
and in any amendment or supplement thereto. In giving the foregoing consent, we do not hereby
admit that we come within the category of persons whose consent is required under Section 7 of the
Act, or the rules and regulations of the Commission thereunder. This opinion may not be relied
upon by you for any other purpose without our prior written consent.
Very truly yours,
/s/ Troutman Sanders LLP