EX-5.1 2 phelpsdunbar-sx8opinion.htm EX-5.1 Document

Exhibit 5.1

May 18, 2020



Renasant Corporation
209 Troy Street
Tupelo, Mississippi 38804
              
        Re: Renasant Corporation
         Registration Statement on Form S-8
         Renasant Corporation 2020 Long-Term Incentive Compensation Plan
          
Ladies and Gentlemen:

        We have acted as counsel to Renasant Corporation (the “Company”) in connection with the above-referenced Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission. The Registration Statement registers an aggregate of 1,800,000 shares of the Company’s $5.00 par value common stock (“Common Stock”) to be issued under the Renasant Corporation 2020 Long-Term Incentive Compensation Plan (the “2020 Plan”).

As the basis for the opinion set forth below, we have examined and relied upon (a) the Registration Statement, (b) the Company’s Articles of Incorporation, as amended, and Amended and Restated Bylaws, each as currently in effect, (c) the 2020 Plan, (d) minutes of a meeting of the board of directors of the Company (the “Board”) held on February 10, 2020, and of the annual meeting of the Company’s shareholders held on April 28, 2020, both relating to, among other matters, the adoption and approval of the 2020 Plan, and an Unanimous Consent of the Board authorizing and approving the Registration Statement and (e) original, photostatic or certified copies of such records and other documents as we have deemed relevant and necessary. In making such examination, we have assumed the genuineness of all signatures appearing on all documents, the legal capacity of all persons signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, the accuracy and completeness of all corporate records made available to us by the Company and the truth and accuracy of all facts set forth in all certificates provided to or examined by us.

        Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that Common Stock, when fully paid for and issued in accordance with the terms of the 2020 Plan, will be validly issued, fully paid and nonassessable.

        The foregoing opinions are limited to the laws of the State of Mississippi and the federal laws of the United States of America. We express no opinion as to matters governed by the laws of any other state. Furthermore, no opinion is expressed as to the effect of any future acts of the parties or changes in existing law. We undertake no responsibility to advise you of any changes after the date hereof in the law or the facts presently in effect that would alter the scope or substance of the opinions herein expressed.




Renasant Corporation
May 18, 2020
Page 2


        This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this time; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering such matters would not rule in a manner contrary to the opinion set forth above.

        We consent to the filing of this opinion as an exhibit to the Registration Statement.

             Very truly yours,

             /s/ PHELPS DUNBAR LLP