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                                                                       EXHIBIT 5


                                 August 24, 2001

Board of Directors
Exchange National Bancshares, Inc.
132 East High Street
Jefferson City, Missouri 65101


                                  Re:      Exchange National Bancshares, Inc.
                                           Incentive Stock Option Plan
                                           Registration Statement on Form S-8

Gentlemen:

         We have acted as counsel for Exchange National Bancshares, Inc., a
Missouri corporation ("Exchange National"), and, at the request of Exchange
National, have examined the registration statement on Form S-8 (the
"Registration Statement"), to be filed on the date hereof, by Exchange National
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), and the regulations promulgated thereunder.

         The Registration Statement relates to, among other things, the
registration under the Act of 300,000 shares (the "Shares") of common stock,
$1.00 par value per share, of Exchange National proposed to be issued pursuant
to the Exchange National Bancshares, Inc. Incentive Stock Option Plan (the
"Plan").

         In the preparation of this opinion letter, we have examined originals
or copies identified to our satisfaction of (i) the Articles of Incorporation of
Exchange National and amendments thereto, as filed with the State of Missouri;
(ii) the Bylaws of Exchange National; (iii) all resolutions of the Board of
Directors, compensation and other committees of the Board of Directors and
shareholders of Exchange National relating to the Plan and the issuance of the
Shares being registered under the Registration Statement; (iv) the Plan; and (v)
the Registration Statement, including the exhibits thereto. We also have
examined originals or copies of such documents, corporate records, certificates
of public officials and other instruments, and have conducted such other
investigations of law and fact, as we have deemed necessary or advisable for
purposes of our opinion.

         As to the matters of fact, where we have deemed appropriate we have
relied upon representations or certificates of officers of Exchange National or
public officials. In our

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Exchange National Bancshares, Inc.
August 24, 2001
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examinations, we have assumed, without investigation, the genuineness of all
signatures, the authenticity of all documents and instruments submitted to us as
originals, the conformity to the originals of all documents and instruments
submitted to us as certified or conformed copies and the authenticity of the
originals of such copies, the correctness of all certificates, and the accuracy
and completeness of all records, documents, instruments and materials made
available to us by Exchange National.

         Our opinion is limited to the matters set forth herein and we express
no opinion other than as expressly set forth herein. In rendering the opinion
set forth below, we do not express any opinion concerning law other than the
federal law of the United States and the corporate law of the State of Missouri.
Our opinion is expressed as of the date hereof and is based on laws currently in
effect. Accordingly, the conclusions set forth in this opinion letter are
subject to change in the event that any laws should change or be enacted in the
future. We are under no obligation to update this opinion letter or to otherwise
communicate with you in the event of any such change.

         Based upon and subject to the foregoing, it is our opinion that, upon
effectiveness of the Registration Statement, the Shares, when issued and paid
for in accordance with the terms of the Plan and the Registration Statement,
will be validly issued, fully paid and non-assessable.

         We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the references to our firm under the caption
"Interests of Named Experts and Counsel" in the Registration Statement and under
the caption "Legal Matters" in the Prospectus comprising a part of the
Registration Statement. In giving such consent we do not thereby admit that we
are experts or otherwise within the category of persons whose consent is
required under Section 7 of the Act or the rules or regulations of the
Securities and Exchange Commission thereunder.

                                           Very truly yours,




                                           /s/ Stinson, Mag & Fizzell, P.C.