EX-5 3 k72088exv5.txt OPINION & CONSENT OF BODMAN, LONGLEY & DAHLING LLP EXHIBIT 5 BODMAN, LONGLEY & DAHLING LLP 34TH FLOOR 100 RENAISSANCE CENTER DETROIT, MICHIGAN 48243 (313) 259-7777 FAX (313) 393-7579 September 27, 2002 201 WEST BIG BEAVER ROAD SUITE 500 TROY, MICHIGAN 48084 (248) 743-6000 FAX (248) 743-6002 110 MILLER, SUITE 300 ANN ARBOR, MICHIGAN 48104 (734) 761-3780 Securities and Exchange Commission FAX (734) 930-2494 450 Fifth Street, N.W. Washington, D.C. 20549 229 COURT STREET P.O. BOX 405 CHEBOYGAN, MICHIGAN 48721 (231) 627-4351 FAX (231) 627-2802 Ladies and Gentlemen: This firm is counsel to CNB Corporation, a Michigan corporation (the "Corporation). This opinion is being rendered with respect to the registration statement on Form S-8 filed by the Corporation with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 (the "Act"), as amended, 50,000 shares of the Corporation's Common Stock, $2.50 par value (the "Shares") to be issued under the Corporation's 1996 Stock Option Plan (the "Plan"). We have examined such certificates, instruments, and documents and reviewed such questions of law as we have considered necessary or appropriate for the purposes of this opinion, and, on the basis of such examination and review, it is our opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the registration statement. In giving this consent, we do not thereby admit 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 Securities and Exchange Commission thereunder. Sincerely yours, BODMAN, LONGLEY & DAHLING LLP By: /s/ Barbara A. Bowman ----------------------------- Barbara A. Bowman, a partner