EX-5.1 3 g89412exv5w1.txt EX-5.1 OPINION OF BASS, BERRY & SIMS PLC . . . EXHIBIT 5.1 BASS, BERRY & SIMS PLC A PROFESSIONAL LIMITED LIABILITY COMPANY KNOXVILLE OFFICE ATTORNEYS AT LAW DOWNTOWN OFFICE: 900 SOUTH GAY STREET, SUITE 1700 AMSOUTH CENTER KNOXVILLE, TN 37902 REPLY TO: 315 DEADERICK STREET, SUITE 2700 (865) 521-6200 AMSOUTH CENTER NASHVILLE, TN 37238-3001 315 DEADERICK STREET, SUITE 2700 (615) 742-6200 MEMPHIS OFFICE NASHVILLE, TN 37238-3001 THE TOWER AT PEABODY PLACE (615) 742-6200 MUSIC ROW OFFICE: 100 PEABODY PLACE, SUITE 950 29 MUSIC SQUARE EAST MEMPHIS, TN 38103-2625 WWW.BASSBERRY.COM NASHVILLE, TN 37203-4322 (901) 543-5900 (615) 255-6161
May 28, 2004 Greene County Bancshares, Inc. 100 North Main Street Greenville, TN 37743-4992 RE: REGISTRATION STATEMENT ON FORM S-3 Ladies and Gentlemen: We have acted as your counsel in connection with the preparation of a Registration Statement on Form S-3 (the "Registration Statement") filed by you with the Securities and Exchange Commission on May 28, 2004, covering 2,000,000 shares of Common Stock, par value $2.00 per share (the "Common Stock"), of Greene County Bancshares, Inc., a Tennessee corporation (the "Company"), to be offered by the Company pursuant to the terms of the Company's Dividend Reinvestment and Common Stock Purchase Plan (the "Plan"). In connection with this opinion, we have examined and relied upon such records, documents and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Based on the foregoing and such other matters as we have deemed relevant, we are of the opinion that the shares of Common Stock to be offered by the Company, when and as described in the Registration Statement (after the Registration Statement is declared effective) and pursuant to and in accordance with the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the reference to our law firm in the Registration Statement under the caption "Legal Opinion" and to the use of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ Bass, Berry & Sims PLC