Exhibit 5.1
March 7, 2011
Financial Institutions, Inc.
220 Liberty Street
Warsaw, New York 14569
Re: Financial Institutions, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Financial Institutions, Inc., a New York corporation (the
“Company”), in connection with its filing of a Registration Statement on Form S-8 (the
“Registration Statement”) with the Securities and Exchange Commission (the “SEC”) under the
Securities Act of 1933, as amended (the “Securities Act”) with respect to the registration of (i)
690,000 shares of the Company’s common stock (the “Shares”), par value $0.01 per share (the “Common
Stock”), reserved for issuance pursuant to the terms of the Financial Institutions, Inc. 2009
Management Stock Incentive Plan (the “Plan”) and (ii) the resale of up to 147,682 shares of the
Company’s common stock by the holders of such shares as named in the Registration Statement. This
opinion 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 filing of the
Registration Statement.
As such counsel, and for purposes of our opinion set forth below, we have examined originals
or copies, certified or otherwise, identified to our satisfaction, of such other documents,
corporate records, certificates of officers of the Company and of public officials and other
instruments as we have deemed necessary or advisable to enable us to render these opinions.
For purposes of this opinion, we have with your permission made the following assumptions, in
each case without independent verification: (i) the due authorization, execution and delivery of
all documents by all the parties thereto; (ii) the genuineness of all signatures on all documents
submitted to us; (iii) the authenticity and completeness of all documents, corporate records,
certificates and other instruments submitted to us; (iv) that photocopy, electronic, certified,
conformed, facsimile and other copies submitted to us of original documents, corporate records,
certificates and other instruments conform to the original documents, records, certificates and
other instruments, and that all such original documents, corporate records, certificates and other
instruments were authentic and complete; (v) the legal capacity of all individuals executing
documents; (vi) that all documents are the valid and binding obligations of each of the parties
thereto, enforceable against such parties in accordance with their respective terms and that no
such documents have been amended or terminated orally or in writing; (vii) that the statements
contained in the certificates and comparable documents of public officials, officers and
representatives of the Company and other persons on which we have relied for the purposes of this
opinion are true and correct; and (viii) that all of the Shares will be issued for the
consideration permitted under the Plan as currently in effect, and none of such Shares will be
issued for less than the par value per share. As to all questions of fact material to this
opinion, we have relied (without independent investigation) upon certificates or comparable
documents of officers and representatives of the Company.
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Based upon, subject to and limited by the foregoing, we are of the opinion that following (i)
effectiveness of the Registration Statement with the Securities and Exchange Commission, (ii)
issuance of the Shares in accordance with the terms of the Plan, and (iii) receipt by the Company of the
consideration for the Shares as specified in the Plan, the Shares will be validly issued, fully
paid, and nonassessable.
We express no opinion with regard to the law of any jurisdiction other than the New York
Business Corporation Law, including the applicable provisions of the New York Constitution and the
reported judicial decision interpreting such law, as in effect as of the date hereof.
This opinion letter deals only with the specified legal issues expressly addressed herein, and
you should not infer any opinion that is not explicitly addressed herein from any matter stated in
this letter.
We consent to the use of this opinion as an exhibit to the Registration Statement. In giving
such consent, we do not hereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act and the rules and regulations thereunder. This
opinion is rendered to you as of the date hereof and we assume no obligation to advise you or any
other person hereafter with regard to any change after the date hereof in the circumstances or the
law that may bear on the matters set forth herein even though the changes may affect the legal
analysis or legal conclusion or other matters in this letter.
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Very truly yours,
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/s/ Harter Secrest & Emery LLP |
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