Exhibit 5.1
[Letterhead of Greenebaum Doll & McDonald PLLC]
January 11, 2002
Community Trust Bancorp, Inc.
CTBI Preferred Capital Trust II
346 North Mayo Trail
Pikeville, Kentucky 41501
Ladies and Gentlemen:
We have acted as counsel for Community Trust Bancorp, Inc., a Kentucky
corporation (the "Company"), and CTBI Preferred Capital Trust II, a statutory
business trust created under the laws of Delaware (the "Trust"), in connection
with the preparation and filing of a Registration Statement on Form S-3 (the
"Registration Statement"), filed with the Securities and Exchange Commission
(the "Commission") on January 11, 2002, under the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering (i) 1,000,000 preferred
securities to be issued by the Trust (the "Preferred Securities"), (ii)
subordinated debt securities to be issued by the Company to the Trust (the
"Subordinated Debentures"), and (iii) the Company's guarantee (the "Guarantee")
which guarantees the payment of distributions and payments on liquidation or
redemption of the Preferred Securities, to be issued by the Company to the Trust
in connection with such issuance of the Preferred Securities.
In rendering this opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of (i) the Certificate of Trust of
the Trust dated as of January 7, 2002; (ii) the form of Amended and Restated
Trust Agreement of the Trust; (iii) the form of Preferred Securities Certificate
of the Trust; (iv) the form of Preferred Securities Guarantee Agreement for the
Trust; (v) the form of Subordinated Debenture; and (vi) the form of Indenture
for the Subordinated Debentures (the "Indenture"), all in the forms filed as
exhibits to the Registration Statement.
We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such other documents, certificates and
records as we have deemed necessary or appropriate for purposes of rendering the
opinions set forth herein. In our examination, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies. In making our
examination of documents executed by parties other than the Company or the
Trust, we have assumed that such parties had the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and that such documents constitute
valid and binding obligations of such parties. In
addition, we have assumed that the Amended and Restated Trust Agreement of the
Trust, the Preferred Securities Certificate of the Trust, the Guarantee, the
Subordinated Debentures and the Indenture will be executed in substantially the
form reviewed by us. As to any facts material to the opinions expressed herein
which were not independently established or verified, we have relied upon
factual statements and factual representations of officers, trustees and other
representatives of the Company and the Trust, and others.
Based upon and subject to the foregoing and to the other qualifications and
limitations set forth herein, we are of the opinion that:
1. The Subordinated Debentures have been duly authorized by all requisite
corporate action of the Company and, after the Indenture has been duly executed
and delivered, the Subordinated Debentures, when duly executed, delivered,
authenticated and issued in accordance with the Indenture and delivered and paid
for as contemplated by the Registration Statement, will be valid and binding
obligations of the Company, entitled to the benefits of the Indenture and
enforceable against the Company in accordance with their terms.
2. The Guarantee has been duly authorized by all requisite corporate action
and, upon the issuance of the Preferred Securities in the manner and upon the
terms described in the Registration Statement, the Guarantee, when duly executed
and delivered by the parties thereto, will be a valid and binding agreement of
the Company, enforceable against the Company in accordance with its terms.
The foregoing opinions are expressly subject to (and conditioned strictly
upon) the following qualifications and limitations:
a. Statements in this opinion as to the validity, binding effect and
enforceability of certain documents are subject to (i) limitations as
to enforceability imposed by bankruptcy, reorganization, fraudulent
conveyance or transfer, moratorium, insolvency and other laws and
matters of public policy now or hereafter in effect relating to or
affecting the enforceability of creditors' rights generally, and (ii)
equitable principles limiting the availability of equitable remedies.
b. Our opinion is based solely on and limited to the laws of the
Commonwealth of Kentucky. We express no opinion as to the laws of any
other jurisdiction.
c. The information and opinions set forth above are as of the date
hereof, and we disclaim any undertaking to advise you of changes that
hereafter may be brought to our attention.
We hereby consent to the use of our name under the caption "Legal Matters"
in the Prospectus and the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving this consent, we do not hereby
concede that we are within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder.
Yours very truly,
/s/ Greenebaum Doll & McDonald PLLC
Greenebaum Doll & McDonald PLLC