Exhibit 5.1

 

May 7, 2026

Renasant Corporation

209 Troy Street

Tupelo, Mississippi 38804-4827

 

Re:

Renasant Corporation

Form S-3 Registration Statement (File No. 333-284828)

Ladies and Gentlemen:

We have acted as counsel to Renasant Corporation, a Mississippi corporation (the “Company”), in connection with the Company’s issuance and sale of $300,000,000 aggregate principal amount of 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”), pursuant to the Company’s prospectus, dated February 11, 2025 (the “Base Prospectus”), which was included in the Company’s Registration Statement on Form S-3 (File No. 333-284828) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on February 11, 2025 under the Securities Act of 1933, as amended (the “Securities Act”), and the related preliminary prospectus supplement dated May 4, 2026 and the related final prospectus supplement dated May 4, 2026 (collectively, the “Prospectus Supplement”). The Notes are being issued and sold pursuant to (i) that certain Subordinated Indenture dated as of August 22, 2016 (the “Base Indenture”) by and between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by that certain Fifth Supplemental Indenture dated as of May 7, 2026 between the Company and the Trustee (collectively with the Base Indenture, the “Indenture”), and (ii) that certain Underwriting Agreement dated as of May 4, 2026 (the “Underwriting Agreement”) by and between the Company and Keefe, Bruyette & Woods, Inc., A Stifel Company and Stephens Inc., as representative of the several underwriters listed on Schedule I to the Underwriting Agreement (the “Underwriters”).

In rendering this opinion, we have examined and relied upon originals, or photostatic, scanned/emailed or certified (or otherwise satisfactorily identified) copies, of the Registration Statement (including the exhibits attached thereto), the Base Prospectus, the Prospectus Supplement, the Underwriting Agreement, the Indenture, the Global Note representing the Notes, the Issuer-Represented Free Writing Prospectuses relating to the Company dated May 4, 2026 and filed with the Commission pursuant to Rule 433 of the rules and regulations of the Commission, used by the Company in connection with the offering, issuance and sale of the Notes and the Amended and Restated Articles of Incorporation of the Company, as amended through the date hereof, and the Amended and Restated Bylaws of the Company, as amended through the date hereof. We have also examined and relied upon originals, or photostatic, scanned/emailed or certified (or otherwise satisfactorily identified) copies, of such other records of the Company, certificates of officers of the Company and other agreements, documents and instruments and have examined such questions of law as we have deemed relevant and necessary as the basis for the opinions set forth below.

In such examination, we have assumed the genuineness of all signatures appearing on all documents, the legal capacity of all natural 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, photostatic or scanned/emailed 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. Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification.

 

Renasant Corporation

May 7, 2026

Page 2

 

We also have assumed that with respect to any document executed by electronic signature, that (1) all parties thereto have mutually consented to the use of electronic signatures, (2) each party thereto, by using an electronic signature, intends to be legally bound by the terms of such document, (3) the electronic signature process used ensures the authenticity and integrity of such document, (4) where additional legal requirements are required to be complied with, we assume that such requirements have been duly complied with in the context of such electronic execution, (5) the execution of documents via electronic signature is governed by applicable laws and regulations that recognize and enforce electronic signatures including, without limitation, the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), the Uniform Electronic Transactions Act (UETA), or any equivalent legislation in the relevant jurisdiction, and (6) if such document requires a person’s approval of such electronic signature’s platform for such electronic signature to be effective, such person has approved such platform.

Based upon the foregoing and representations made to us by officers of the Company, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that, insofar as the laws of the State of Mississippi are concerned, (i) the Company is duly organized, validly existing and in good standing under the laws of the State of Mississippi and has all requisite corporate power, authority and legal right to execute, deliver and perform its obligations under the Indenture and the Notes, as applicable, and (ii) the Notes and the Indenture have been duly authorized, executed and delivered by the Company.

With respect to all matters of New York law, we note that you are relying on an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, dated as of even date herewith, which opinion is filed as Exhibit 5.2 to the Company’s Current Report on Form 8-K, which is incorporated by reference in the Registration Statement.

The opinions expressed above regarding good standing do not extend to, and we express no opinion as to, whether the Company is in “tax good standing” as to the payment of or filings related to taxes of the State of Mississippi (as opposed to filings relating to its entity status with the Mississippi Secretary of State).

The opinion expressed above regarding due execution and delivery of the Notes and Indenture by the Company is based upon our review of copies of executed signature pages for the Company provided to us by others purportedly present at the closing of the transactions contemplated by or related to the Notes and Indenture. We did not physically witness the execution or delivery of such documents.

We render no opinions as to the enforceability of the Notes and the Indenture.

The foregoing opinions are limited to the federal laws of the United States and the laws of the State of Mississippi. We express no opinion as to matters governed by the laws of any other state, including without limitation any state securities or blue sky laws. Furthermore, no opinion is expressed herein 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 7, 2026

Page 3

 

This opinion is delivered for use solely in connection with the issuance of the Notes, in the transactions contemplated by the Registration Statement, the Base Prospectus, the Prospectus Supplement and the Underwriting Agreement, and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our express written consent. 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 hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated May 7, 2026, which is incorporated by reference in the Registration Statement, and to being named in the Registration Statement under the heading “Legal Matters” as the law firm which passed on the validity of the Notes. In giving this consent, we do not 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 of the Commission promulgated thereunder.