EX-5 3 exhibit5.txt FNB CORP FORM S-8 EXHIBIT 5.1 Exhibit 5.1 SCHELL BRAY AYCOCK ABEL & LIVINGSTON P.L.L.C. Attorneys and Counselors at Law 1500 Renaissance Plaza - P.O. Box 21847 Greensboro, North Carolina 27420 October 3, 2003 FNB Corp. 101 Sunset Avenue Asheboro, North Carolina 27203 Re: 360,000 shares of Common Stock, par value $2.50 per share, of FNB Corp. offered in connection with the FNB Corp. Stock Compensation Plan Ladies and Gentlemen: We have acted as counsel for FNB Corp., a North Carolina corporation (the "Corporation"), in connection with the filing of a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, with respect to 360,000 additional shares of the Corporation's common stock, par value $2.50 per share (the "Shares"), to be issued to participants in the Corporation's Stock Compensation Plan, as amended (the "Plan"). We have examined such documents, records and matters of law as we have deemed necessary for purposes of rendering this opinion. For purposes of this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, photostatic or conformed copies, and the authenticity of the originals of such documents. We are qualified to practice law in the State of North Carolina. We do not purport to express any opinion herein concerning any law other than the laws of the State of North Carolina and the federal securities laws of the United States. Based upon the foregoing, we are of the opinion that the Shares that may be issued and sold by the Corporation pursuant to the Plan are duly authorized and will be, when issued and sold in accordance with such Plan, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ SCHELL BRAY AYCOCK ABEL & LIVINGSTON P.L.L.C.