July 3, 2025
CoastalSouth Bancshares, Inc.
400 Galleria Parkway, Suite 1900
Atlanta, Georgia 30339
Re: Registration Statement on Form S-8 - CoastalSouth Bancshares, Inc Omnibus Incentive Plan and CoastalSouth Bancshares, Inc. 2017 Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to CoastalSouth Bancshares, Inc., a Georgia corporation (the “Company”), in connection with the above-referenced Registration Statement on Form S-8 (the “Registration Statement”) to be filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”) to register under the Securities Act of 1933, as amended (the “Securities Act”), 991,250 shares of the Company’s common stock, $1.00 par value per share (the “Shares”), comprised of the following: (i) 260,000 Shares which may be issued by the Company upon the grant, exercise or settlement of awards pursuant to the CoastalSouth Bancshares, Inc. Omnibus Incentive Plan (the “2025 Plan”); and (ii) 731,250 Shares which may be issued by the Company upon the exercise of outstanding options granted under the CoastalSouth Bancshares, Inc. 2017 Incentive Plan (the “2017 Plan” and together with the 2025 Plan, the “Plans”). We are furnishing this opinion letter pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with our opinion below, we have examined the Articles of Incorporation of the Company, the Third Amended and Restated Bylaws of the Company, records of proceedings of the Board of Directors and the shareholders of the Company deemed by us to be relevant to this opinion letter, the Plan and the Registration Statement. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies.
As to certain factual matters relevant to this opinion letter, we have relied conclusively upon originals or copies, certified or otherwise identified to our satisfaction, of such other records, agreements, documents and instruments, including certificates or comparable documents of officers of the Company and of public officials, as we have deemed appropriate as a basis for the opinion hereinafter set forth. Except to the extent expressly set forth herein, we have made no independent investigations with regard to matters of fact, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification.
Our opinion set forth below is based on the laws of the State of Georgia, as currently in effect, that, in our professional judgment, are normally applicable to transactions of the type