EX-5 4 edg0894exh5.txt OPINION OF GFRHH LAW OFFICES GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC THE GARRETT BUILDING 233 EAST REDWOOD STREET BALTIMORE, MARYLAND 21202-3332 410-576-4000 ------------ Telex 908041 BAL Fax 410-576-4246 May 4, 2001 Shore Bancshares, Inc. 18 East Dover Street Easton, MD 21601 Re: Shore Bancshares, Inc. Registration Statement on Form S-8 for the Talbot Bancshares, Inc. Employee Stock Option Plan Ladies and Gentlemen: We have acted as counsel to Shore Bancshares, Inc., a Maryland corporation (the "Company"), in connection with the issuance by the Company of up to 114,000 shares of common stock, par value $.01 per share (the "Shares"), under the Talbot Bancshares, Inc. Employee Stock Option Plan (the "Plan"), pursuant to the above-referenced Registration Statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), filed on this date by the Company with the Securities and Exchange Commission (the "Commission"). Talbot Bancshares, Inc. ("Talbot") merged with and into the Company on December 1, 2000 pursuant to a Plan and Agreement to Merge dated July 25, 2000 (the "Merger Agreement"), pursuant to which the Plan was assumed by the Company with respect to shares of the Company in lieu of shares of Talbot common stock. We have examined copies of (i) the Articles of Incorporation of the Company, as amended and restated (the "Charter"), certified by the State Department of Assessments and Taxation of Maryland, (ii) the Bylaws of the Company, as amended and restated, (iii) the Plan, (iv) resolutions adopted by the Board of Directors of the Company relating to the matters referred to herein, and (v) the Merger Agreement. We have also examined the Registration Statement and Exhibits thereto (collectively, with the documents described in the preceding sentence, referred to as the "Documents"). In expressing the opinions set forth below, we have assumed, and so far as is known to us there are no facts inconsistent therewith, that all Documents submitted to us as originals are authentic, all Documents submitted to us as certified or photostatic copies conform to the original documents, all signatures on all such Documents are genuine, all public records reviewed or relied upon by us or on our behalf are true and complete, and all statements and information contained in the Documents are true and complete. Based on the foregoing, it is our opinion that Shares sold by the Company to participants under the Plan, upon receipt of the consideration required to be paid therefor, will be duly and validly issued, fully paid and nonassessable. The foregoing opinion is limited to the laws of the State of Maryland and of the United States of America, and we do not express any opinion herein concerning any other law. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. This opinion is being furnished to you for your benefit, and may not be relied upon by any other person without our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this opinion, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933. Very truly yours, /s/ Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC ------------------------------------------ GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC