March 24,
2009
Board of
Directors
NBT
Bancorp Inc.
52 South
Broad Street
Norwich,
New York 13815
Ladies
and Gentlemen:
We are
acting as counsel to NBT Bancorp Inc., a Delaware corporation (the “Company”), in connection with
its registration statement on Form S-3 (the “Registration Statement”),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the “Act”), relating to the
proposed public offering of an indeterminate amount of shares of common stock,
par value $0.01 per share (the “Common Stock”) of the Company,
which may be sold from time to time on a delayed or continuous basis, as set
forth in the prospectus which forms a part of the Registration Statement, and as
to be set forth in one or more supplements to the prospectus. This
opinion letter is furnished to you at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R.
§ 229.601(b)(5), in connection with the Registration
Statement.
For
purposes of this opinion letter, we have examined copies of such agreements,
instruments and documents as we have deemed an appropriate basis on which to
render the opinions hereinafter expressed. In our examination of the
aforesaid documents, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the accuracy and completeness of all
documents submitted to us, the authenticity of all original documents, and the
conformity to authentic original documents of all documents submitted to us as
copies (including telecopies). As to all matters of fact, we have
relied on the representations and statements of fact made in the documents so
reviewed, and we have not independently established the facts so relied
on. This opinion letter is given, and all statements herein are made,
in the context of the foregoing.
For
purposes of this opinion letter, we have assumed that (i) the issuance,
sale, amount and terms of any shares of the Common Stock of the Company to be
offered from time to time will have been duly authorized and established by
proper action of the board of directors of the Company or a duly authorized
committee of such board (“Board
Action”) consistent with the procedures and terms described in the
Registration Statement and/or the applicable prospectus supplement and in
accordance with the Company’s Restated Certificate of Incorporation, as amended
(the “Certificate”), the
Company’s Bylaws, as amended, and applicable Delaware corporate law, in a manner
that does not violate any law, government or court-imposed order or restriction
or agreement or instrument then binding on the Company or otherwise impair the
legal or binding nature of the obligations represented by the Common Stock;
(ii) at the time of offer, issuance and sale of any shares of the Common
Stock, the Registration Statement will have become effective under the Act and
no stop order suspending its effectiveness will have been issued and remain in
effect; (iii) if being sold by the issuer thereof, the Common Stock will be
delivered against payment of valid consideration therefor and in accordance with
the terms of the applicable Board Action authorizing such sale and any
applicable underwriting agreement or purchase agreement and as contemplated by
the Registration Statement and/or the applicable prospectus supplement; and (iv)
the Company will remain a Delaware corporation.
This
opinion letter is based as to matters of law solely on the applicable provisions
of the Delaware General Corporation Law, as amended, as currently in effect. We
express no opinion herein as to any other laws, statutes, ordinances, rules, or
regulations (and in particular, we express no opinion as to any effect that such
other laws, statutes, ordinances, rules, or regulations may have on the opinions
expressed herein). As used herein, the term “Delaware General
Corporation Law, as amended” includes the statutory provisions contained
therein, all applicable provisions of the Delaware Constitution and reported
judicial decisions interpreting these laws.
Based
upon, subject to and limited by the foregoing, we are of the opinion that the
Common Stock, upon due execution and delivery on behalf of the Company of
certificates therefor, will be validly issued, fully paid and
nonassessable.
This
opinion letter has been prepared for use in connection with the Registration
Statement. We assume no obligation to advise you of any changes in
the foregoing subsequent to the effective date of the Registration
Statement.
We hereby
consent to the filing of this opinion letter as Exhibit 5.1 to the Registration
Statement and to the reference to this firm under the caption “Legal Matters” in
the prospectus constituting a part of the Registration Statement. In
giving this consent, we do not thereby admit that we are an “expert” within the
meaning of the Securities Act of 1933, as amended.
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Very
truly yours,
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/s/
Hogan & Hartson LLP
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HOGAN
& HARTSON LLP
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