EX-5 3 exhibit5.txt OPINION OF EMTH EXHIBIT 5 Law Offices ELIAS, MATZ, TIERNAN & HERRICK L.L.P. 12th Floor 734 15th Street, N.W. Washington, D.C. 20005 Telephone (202) 347-0300 April 23, 2003 Board of Directors Banknorth Group, Inc. Two Portland Square P.O. Box 9540 Portland, Maine 04112-9540 Re: Registration Statement on Form S-8 8,100,000 Shares of Common Stock Ladies and Gentlemen: We have acted as special counsel to Banknorth Group, Inc. ("Banknorth"), a Maine corporation, in connection with the preparation and filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement"), relating to the registration of up to 8,100,000 shares of Common Stock of Banknorth, par value $0.01 per share (the "Common Stock") to be issued pursuant to Banknorth's 2003 Equity Incentive Plan (the "Plan") pursuant to the grant or exercise of stock options, stock appreciation rights, restricted stock grants or other awards thereunder (stock options and/or stock appreciation rights granted under the Plan are referred to as "Options"). The Registration Statement also registers an indeterminate number of additional shares which may be necessary to adjust the number of shares registered thereby for issuance as the result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock. We have been requested to furnish an opinion to be included as an exhibit to the Registration Statement. In this regard, we have reviewed the Registration Statement, the Articles of Incorporation and Bylaws of Banknorth, the Plan, a specimen stock certificate evidencing the Common Stock of Banknorth and such other corporate records and documents as we have deemed appropriate for the purposes of this opinion. We are relying upon the originals, or copies certified or otherwise identified to our satisfaction, of the corporate records of Banknorth and such other instruments, certificates and representations of public officials, officers and representatives of Banknorth as we have deemed applicable or relevant as a basis for the opinions set forth below. In addition, we have assumed, without independent verification, the genuineness of all signatures and the authenticity of all documents furnished to us and the conformance in all respects of copies to originals. Board of Directors Banknorth Group, Inc. April 23, 2003 Page 2 Furthermore, we have made such factual inquiries and reviewed such laws as we determined to be relevant for the purposes of this opinion. For purposes of this opinion, we have also assumed that (i) the shares of Common Stock issuable pursuant to the exercise of Options will continue to be validly authorized on the dates the Common Stock is issued pursuant to the exercise of the Options, (ii) on the dates the Options are exercised and the restricted stock grants are vested, the Options and restricted stock grants will constitute valid, legal and binding obligations of Banknorth and will be enforceable as to Banknorth in accordance with their terms (subject to applicable bankruptcy, moratorium, insolvency, reorganization and other laws and legal principles affecting the enforceability of creditors' rights generally); (iii) no change occurs in applicable law or the pertinent facts; and (iv) the provisions of "blue sky" and other securities laws as may be applicable have been complied with to the extent required. Based on the foregoing, and subject to the assumptions set forth herein, we are of the opinion as of the date hereof that the shares of Common Stock to be issued pursuant to the Plan, upon receipt by Banknorth of the consideration required thereby, as applicable, will be legally issued, fully paid and non-assessable shares of Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, ELIAS, MATZ, TIERNAN & HERRICK L.L.P. By: /s/ Gerard L. Hawkins ---------------------------- Gerard L. Hawkins, a Partner