-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NJwdA5oTUgu3LEq/rOA4xsbnV7bhNeNsqx7SdNAnoQB8ucyhAw7DMRTH1N5BgD/w eajDyPWjs4BQg+3OtFWVgQ== 0000950144-01-510175.txt : 20020413 0000950144-01-510175.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950144-01-510175 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB CAPITAL TRUST I CENTRAL INDEX KEY: 0001163324 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-74866-01 FILM NUMBER: 1819761 BUSINESS ADDRESS: STREET 1: 2150 GOODLETTE ROAD NORTH CITY: NAPLES STATE: FL ZIP: 34102 BUSINESS PHONE: 8002627600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB CORP/FL/ CENTRAL INDEX KEY: 0000037808 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251255406 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-74866 FILM NUMBER: 1819760 BUSINESS ADDRESS: STREET 1: F.N.B. CENTER STREET 2: 2150 GOODLETTE ROAD NORTH CITY: NAPLES STATE: FL ZIP: 34102 BUSINESS PHONE: 941-262-7600 MAIL ADDRESS: STREET 1: F.N.B. CENTER STREET 2: 2150 GOODLETTE ROAD NORTH CITY: NAPLES STATE: FL ZIP: 34102 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS BUDGET CO DATE OF NAME CHANGE: 19750909 FORMER COMPANY: FORMER CONFORMED NAME: FNB CORP/PA DATE OF NAME CHANGE: 19920703 S-3/A 1 g73167a1s-3a.txt F.N.B. CORPORATION / FNB CAPITAL TRUST I As filed with the Securities and Exchange Commission on December 20, 2001 Registration Nos. 333-74866 and 333-74866-01 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 --------------------------------- AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------------- F.N.B. CORPORATION FNB CAPITAL TRUST I (Exact name of registrant and co-registrant as specified in their charters) STATE OF FLORIDA 25-1255406 STATE OF DELAWARE APPLIED FOR (State or other jurisdiction of (IRS Employer (State or other jurisdiction (IRS Employer incorporation or organization) Identification Number) of incorporation or organization) Identification Number)
--------------------------------- 2150 GOODLETTE ROAD NORTH 2150 GOODLETTE ROAD NORTH NAPLES, FLORIDA 34102 NAPLES, FLORIDA 34102 (Addresses, including zip codes, and telephone numbers, including area codes, of registrant's and co-registrant's principal executive offices) --------------------------------- GARY L. TICE PRESIDENT AND CHIEF EXECUTIVE OFFICER F.N.B. CORPORATION 2150 GOODLETTE ROAD NORTH NAPLES, FLORIDA 34102 (800) 262-7600 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------------------- Copies requested to: ROBERT C. SCHWARTZ, ESQ. SMITH, GAMBRELL & RUSSELL, LLP 1230 PEACHTREE STREET, NE, SUITE 3100 ATLANTA, GEORGIA 30309 (404) 815-3500 (PHONE) (404) 685-7058 (FAX) --------------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [x] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE ============================================================================================================================== AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE AMOUNT OF TITLE OF SHARES TO BE REGISTERED REGISTERED(1)(2) OFFERING PRICE(3) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $0.01 per share, of F.N.B. Corporation............................................... -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Preferred Stock, par value $0.01 per share, of F.N.B. Corporation............................................... -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Debt Securities of F.N.B. Corporation (4)................. -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Trust Preferred Securities of FNB Capital Trust I......... -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Guarantee of F.N.B. Corporation with respect to the Trust Preferred Securities (5).................................. N/A N/A N/A - ------------------------------------------------------------------------------------------------------------------------------ Warrants (6).............................................. -- -- -- ============================================================================================================================== TOTAL..................................................... $200,000,000 100% $47,800 (7) ==============================================================================================================================
(1) There are being registered hereunder such indeterminate number of shares of Common Stock and Preferred Stock and such indeterminate principal amount of Debt Securities and such indeterminate number of Trust Preferred Securities as shall have an aggregate initial offering price not to exceed $200,000,000. If any Debt Securities are issued at a discount, then the offering price of such debentures shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $200,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The securities registered also include such indeterminate amounts and numbers of shares of common stock, warrants and debentures as may be issued upon conversion of or exchange for debentures that provide for conversion or exchange, or pursuant to the antidilution provisions of any such securities. (2) In U.S. dollars or the equivalent thereof in any other currency, currency unit or units or composite currency or currencies as shall result in an aggregate initial offering price not to exceed $200,000,000. (3) Omitted pursuant to General Instruction II(D) of Form S-3 under the Securities Act of 1933, as amended. The proposed maximum per unit and aggregate offering prices per class of security will be determined from time to time by the registrants in connection with the issuance by the registrants of the securities registered hereunder. (4) The Debt Securities offered hereby may include Junior Subordinated Debentures of F.N.B. Corporation issued in connection with an offering of Trust Preferred Securities of FNB Capital Trust I. (5) F.N.B. Corporation is also registering under this Registration Statement all other obligations that it may have with respect to FNB Capital Trust I Preferred Securities issued by FNB Capital Trust I. No separate consideration will be received for the guarantee by F.N.B. Corporation, or any other such obligation, and pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no registration fee is required with respect to these guarantees. (6) Warrants may be sold separately or with Common Stock, Preferred Stock or Debt Securities. (7) Previously paid in connection with the initial filing of this Registration Statement on December 10, 2001. ---------------------------------- THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. EXPLANATORY NOTE This Amendment No. 1 to the Registration Statement on Form S-3 of F.N.B. Corporation and FNB Capital Trust I is being filed for the purpose of filing Exhibits 5.2, 23.1, 23.2 and 23.3 hereto. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the estimated expenses (other than underwriting discounts and commissions) to be borne by FNB (the "Company") in connection with the sale and distribution of the securities offered hereby. The estimated expenses of issuance and distribution in connection with the offering are as set forth in the following table and will be paid by FNB: Securities and Exchange Commission registration fee....... $47,800 Listing fee............................................... * Blue Sky fees and expenses................................ * Printing and engraving expenses........................... * Rating Agencies' fees..................................... * Legal fees and expenses................................... * Accounting fees and expenses.............................. * Trustees' fees and expenses............................... * Miscellaneous............................................. ------- Total.................................................. $ * =======
--------------- * To be filed by amendment, Form 8-K or Rule 424 filing. All amounts other than the Securities and Exchange Commission registration fee are estimated. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Florida Business Corporation Act, as amended (the "Florida Act"), provides that, in general, a business corporation may indemnify any person who is or was a party to any proceeding (other than an action by, or in the right of, the corporation) by reason of the fact that he or she is or was a director or officer of the corporation, against liability incurred in connection with such proceeding, including any appeal thereof, provided certain standards are met, including that such officer or director acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and provided further that, with respect to any criminal action or proceeding, the officer or director had no reasonable cause to believe his or her conduct was unlawful. In the case of proceedings by or in the right of the corporation, the Florida Act provides that, in general, a corporation may indemnify any person who was or is a party to any such proceeding by reason of the fact that he or she is or was a director or officer of the corporation against expenses and amounts paid in settlement actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, provided that such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim as to which such person is adjudged liable unless a court of competent jurisdiction determines upon application that such person is fairly and reasonably entitled to indemnity. To the extent that any officers or directors are successful on the merits or otherwise in the defense of any of the proceedings described above, the Florida Act provides that the corporation is required to indemnify such officers or directors against expenses actually and reasonably incurred in connection therewith. However, the Florida Act further provides that, in general, indemnification or advancement of expenses shall not be made to or on behalf of any officer or director if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (i) a violation of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a transaction from which the director or officer derived an improper personal benefit; (iii) in the case of a director, a circumstance under which the director has voted for or assented to a distribution made in violation of the Florida Act or the corporation's articles of incorporation; or (iv) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder. II-1 FNB's Articles of Incorporation provide that FNB shall indemnify its directors and officers to the fullest extent permitted by law in connection with any actual or threatened action, suit or proceedings, civil, criminal, administrative, investigative or other (whether brought by or in the right of FNB or otherwise) arising out of their service to FNB or to another organization at FNB's request, or because of their positions with FNB. The Articles further provide that FNB may purchase and maintain insurance to protect itself and any such director or officer against any liability, cost or expense asserted against or incurred by him in respect of such service, whether or not FNB would have the power to indemnify him against such liability by law or under the provisions of this paragraph. FNB's Bylaws provide that to the fullest extent permitted by law, no director of the Corporation shall be personally liable for monetary damages for any action taken, or any failure to take any action. ITEM 16..EXHIBITS The following exhibits are filed herewith, incorporated by reference to documents previously filed or will be filed by amendment, as indicated below:
Exhibits Description -------- ----------- 1.1 Form of Underwriting Agreement for Common Stock. * 1.2 Form of Underwriting Agreement for Debt Securities.* 1.3 Form of Underwriting Agreement for Trust Preferred Securities.* 3.1 Articles of Incorporation as currently in effect (incorporated by reference to Exhibit 4.1 of FNB's Form 8-K filed on June 1, 2001). 3.2 Bylaws of FNB as currently in effect (incorporated by reference to Exhibit 4.2 of FNB's Form 8-K filed on June 1, 2001). 4.1 Form of Debt Securities Indenture. ** 4.2 Form of Debt Security (included in Exhibit 4.1). ** 4.3 Form of Junior Subordinated Debentures Indenture. ** 4.4 Form of Junior Subordinated Debenture (included in Exhibit 4.3). ** 4.5 Certificate of Trust of FNB Capital Trust I. ** 4.6 Trust Agreement of FNB Capital Trust I. ** 4.7 Form of Amended and Restated Trust Agreement of FNB Capital Trust I. ** 4.8 Form of Trust Preferred Security of FNB Capital Trust I (included in Exhibit 4.7). ** 4.9 Form of Trust Preferred Securities Guarantee Agreement relating to FNB Capital Trust I. ** 4.10 Form of Agreement as to Expenses and Liabilities between FNB and FNB Capital Trust I (included in Exhibit 4.7). ** 5.1 Opinion of James G. Orie, Esq. as to the validity of the offered securities of FNB. ** 5.2 Opinion of Richards, Layton & Finger (Delaware counsel). 8.1 Opinion of Smith, Gambrell & Russell, LLP as to certain tax matters.*
II-2 12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges. ** 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Bobbitt, Pittenger & Company, P.A. 23.3 Consent of Richards, Layton & Finger (included in Exhibit 5.2). 23.4 Consent of James G. Orie (included in Exhibit 5.1). ** 23.5 Consent of Smith, Gambrell & Russell, LLP (included in Exhibit 8.1)* 24 Power of Attorney (included with signature pages to this Registration Statement). ** 25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Debt Securities Trustee.* 25.2 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Junior Subordinated Debentures Trustee.* 25.3 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Property Trustee, relating to FNB Capital Trust I.* 25.4 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Guarantee Trustee, relating to FNB Capital Trust I.* * To be filed by amendment or as an exhibit to a document to be incorporated by reference. ** Previously filed with this Registration Statement.
ITEM 17. UNDERTAKINGS (a) The undersigned registrants hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any Prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 % change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the information required to be included in a post-effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii) above may be contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrants pursuant to Section 13 or 15(d) of the Securities II-3 Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of the registrants' annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. (d) The undersigned registrants hereby undertake: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (e) The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the Trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (the "Act") in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Act. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Naples, State of Florida, on December 18, 2001. F.N.B. CORPORATION By: /s/ Gary L. Tice ------------------------------------------------ Gary L. Tice President and Chief Executive Officer (principal executive officer) By: /s/ John D. Waters ------------------------------------------------ John D. Waters Vice President and Chief Financial Officer (principal financial and accounting officer) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- * Chairman of the Board December 18, 2001 - --------------------------------- Peter Mortensen /s/ Gary L. Tice President, Chief Executive December 18, 2001 - --------------------------------- Officer and Director Gary L. Tice * Vice Chairman December 18, 2001 - --------------------------------- Stephen J. Gurgovits Director , 2001 - --------------------------------- ----------- W. Richard Blackwood Director , 2001 - --------------------------------- ----------- Alan C. Bomstein * Director December 18, 2001 - --------------------------------- William B. Campbell * Director December 18, 2001 - --------------------------------- Charles T. Cricks * Director December 18, 2001 - --------------------------------- Henry M. Ekker
II-5 * Director December 18, 2001 - --------------------------------- James S. Lindsey Director , 2001 - --------------------------------- ----------- Paul P. Lynch Director , 2001 - --------------------------------- ----------- Edward J. Mace Director , 2001 - --------------------------------- ----------- Robert S. Moss Director , 2001 - --------------------------------- ----------- William A. Quinn * Director December 18, 2001 - --------------------------------- William J. Strimbu * Director December 18, 2001 - --------------------------------- Archie O. Wallace * Director December 18, 2001 - --------------------------------- James T. Weller Director , 2001 - --------------------------------- ----------- Eric J. Werner Director , 2001 - --------------------------------- ----------- Robert B. Wiley Director , 2001 - --------------------------------- ----------- Donna C. Winner * By: /s/ John D. Waters --------------------------- John D. Waters, attorney-in-fact
II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Trust certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Naples, State of Florida, on December 18, 2001. FNB CAPITAL TRUST I By: /s/ Gary L. Tice ----------------------------------- Gary L. Tice Administrator By: /s/ John D. Waters ----------------------------------- John D. Waters Administrator II-7 INDEX TO EXHIBITS
Exhibits Description -------- ----------- 5.2 Opinion of Richards, Layton & Finger (Delaware counsel). 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Bobbitt, Pittenger & Company, P.A. 23.3 Consent of Richards, Layton & Finger (included in Exhibit 5.2).
EX-5.2 3 g73167a1ex5-2.txt OPINION OF RICHARDS, LAYTON & FINGER EXHIBIT 5.2 [Letterhead of Richards, Layton & Finger] December 19, 2001 FNB Capital Trust I c/o F.N.B. Corporation 2150 Goodlette Road North Naples, Florida 34102 Re: FNB Capital Trust I Ladies and Gentlemen: We have acted as special Delaware counsel for F.N.B. Corporation, a Florida corporation (the "Company"), and FNB Capital Trust I, a Delaware business trust (the "Trust"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you. For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following: (a) The Certificate of Trust of the Trust, as filed with the office of the Secretary of State of the State of Delaware (the "Secretary of State") on December 10, 2001; (b) The Trust Agreement of the Trust, dated as of December 10, 2001, between the Company, as Depositor, and the trustee of the Trust named therein; (c) The Registration Statement on Form S-3 (No. 333-74866), including a preliminary prospectus (the "Prospectus"), relating to the Preferred Securities of the Trust representing preferred undivided beneficial interests in the assets of the Trust (each, a "Preferred Security" and collectively, the "Preferred Securities"), filed by the Company, the Trust and others as set forth therein with the Securities and Exchange Commission (the "SEC") on December 10, 2001, as amended by Amendment No. 1 thereto, as filed by the Company and the Trust as set forth therein as filed with the SEC on or about December 19, 2001 (collectively, the "Registration Statement"); (d) A form of Amended and Restated Trust Agreement for the Trust, to be entered into between the Company, the trustees of the Trust named therein, and the holders, from time to time, of undivided beneficial interests in the assets of the Trust (including Exhibits B and C thereto) (the "Trust Agreement"), attached as an exhibit to the Registration Statement; and (e) A Certificate of Good Standing for the Trust, dated December 19, 2001, obtained from the Secretary of State. Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement. For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (e) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (e) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects. With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures. For purposes of this opinion, we have assumed (i) that the Trust Agreement and the Certificate of Trust are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, the due creation, due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Preferred Security is to be issued by the Trust (collectively, the "Preferred Security Holders") of a Preferred Securities Certificate for such Preferred Security and the payment for such Preferred Security, in accordance with the Trust Agreement and the Registration Statement, and (vii) that the Preferred Securities are issued and sold to the Preferred Security Holders in accordance with the Trust Agreement and the Registration Statement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents. This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect. Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that: 1. The Trust has been duly created and is validly existing in good standing as a business trust under the Delaware Business Trust Act. 2. The Preferred Securities will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the Trust. 3. The Preferred Security Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the Trust Agreement. We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading "Legal Matters" in the Prospectus. In giving the foregoing consents, 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, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other person for any purpose. Very truly yours, /s/ Richards, Layton & Finger CDK EX-23.1 4 g73167a1ex23-1.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement on Form S-3 and related Prospectus of F.N.B. Corporation and FNB Capital Trust I for the registration of $200,000,000 of common stock, preferred stock, debt securities, warrants and trust preferred securities and to the incorporation by reference therein of our report dated February 5, 2001, with respect to the consolidated financial statements of F.N.B. Corporation and Subsidiaries incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Birmingham, Alabama December 18, 2001 EX-23.2 5 g73167a1ex23-2.txt CONSENT OF BOBBITT, PITTENGER & COMPANY, P.A. EXHIBIT 23.2 CONSENT OF BOBBITT, PITTENGER & COMPANY, P.A. INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement on Form S-3 and related prospectus of F.N.B. Corporation for the registration of an indeterminate number of shares of Common Stock and Preferred Stock, an indeterminate principal amount of Debt Securities, an indeterminate number of Trust Preferred Securities, a Guarantee with respect to the Trust Preferred Securities, and an indeterminate number of Warrants, as shall have an aggregate initial offering price not to exceed $200,000,000 and to the incorporation by reference therein of our report dated April 23, 1999 on our audits of the financial statements of Guaranty Bank & Trust included as an exhibit in F.N.B. Corporation's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ Bobbitt, Pittenger & Company, P.A. BOBBITT, PITTENGER & COMPANY, P.A. Sarasota, Florida December 18, 2001 -----END PRIVACY-ENHANCED MESSAGE-----