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Exhibit
5.1
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Nelson
Mullins Riley & Scarborough LLP
Attorneys
and Counselors at Law
104
South Main Street / Ninth Floor / Greenville, South Carolina
29601
Tel:
864.250.2300 Fax: 864.232.2925
www.nelsonmullins.com
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March
25,
2008
First
National Bancshares, Inc.
215
N.
Pine Street
Spartanburg,
SC 29302
Re:
Registration Statement on Form S-4MEF
Ladies
and Gentlemen:
We
have
acted as counsel to First National Bancshares, Inc. (the “Company”) in
connection with the preparation and filing of a Registration Statement on Form
S-4MEF (the “Registration Statement”) filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1933 (the “Act”) on or about
March 25, 2008, relating to the registration of up to 14,242 shares, par value
$0.01 per share (the “Shares”), of the Company’s common stock. This opinion is
furnished pursuant to the requirement of Item 601(b)(5) of Regulation S-K under
the Act.
We
have
examined corporate records, certificates of public officials, and other
documents and records as we have deemed necessary for the purposes of the
opinions expressed herein. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, and the genuineness and conformity to original documents of documents
submitted to us as certified or photostatic copies.
Based
on
the foregoing, we are of the opinion that, subject to compliance with the
pertinent provisions of the Act and the Securities Exchange Act of 1934 and
compliance with the applicable provisions of the securities or “blue sky” laws
of the various states, when the issuance of the Shares has been duly registered
and the Shares have been duly issued in accordance with the terms of the
Registration Statement, the Shares will be duly and validly issued, fully paid,
and nonassessable.
We
are
members of the Bar of the State of South Carolina. In expressing the opinion
set
forth above, we are not passing on the laws of any jurisdiction other than
the
laws of the State of South Carolina and the Federal law of the United States
of
America.
This
opinion is being rendered to be effective as of the effective date of the
Registration Statement. We hereby consent to the reference to our firm in the
Registration Statement under the heading “Legal Matters” and to the filing of
this opinion as an exhibit to the Registration Statement. The consent shall
not
be deemed to be an admission that this firm is within the category of persons
whose consent is required under Section 7 of the Act or the regulations
promulgated pursuant to the Act.
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Very
truly yours,
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NELSON
MULLINS RILEY & SCARBOROUGH LLP
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By:/s/
Neil E. Grayson ,
a Partner
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