Exhibit 5.2
[COMPANY LETTERHEAD]
May 29, 2020
CenterState Bank Corporation
1101 First Street South
Winter Haven, Florida 33880
Ladies and Gentlemen:
I have acted as general counsel of CenterState Bank Corporation, a Florida corporation (the “Company”), in connection with the Registration Statement on FormS-3 (FileNo. 333-238144) (the “Registration Statement”) filed by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”) for the registration by the Company of $200,000,000 aggregate principal amount of the Company’s 5.750%Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Securities”). The Securities are to be issued pursuant to the provisions of the Indenture dated as of May 29, 2020 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of May 29, 2020 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments as I have deemed necessary or advisable for the purpose of rendering this opinion.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, I am of the opinion that:
1. | The Indenture has been duly authorized, executed and delivered by the Company. |
2. | The Securities have been duly authorized and executed by the Company. |
I am a member of the Bar of the State of Florida and the foregoing opinion is limited to the laws of the State of Florida and the federal laws of the United States of America, except that I express no opinion as to any law, rule or regulation that is applicable to the Company, the Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.
I hereby consent to the filing of this opinion as an exhibit to a report on Form8-K filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to my name under the caption “Legal Matters” in the prospectus supplement which is a part of the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Beth S. DeSimone