We have acted as counsel to TrustCo Bank Corp NY, a New York corporation (the “Company”), in connection with a registration statement on Form S-3 (the “Registration Statement”) to be filed by the
Company today with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), for the registration of 1,122,970 shares of the Company’s common stock, par value $1.00 per share (the
“Shares”), to be issued and sold under the TrustCo Bank Corp NY Dividend Reinvestment and Stock Purchase Plan (the “Plan”). This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of
Regulation S-K.
We have participated in the preparation of the Registration Statement and have reviewed the originals or copies certified or otherwise identified to our satisfaction of the Company’s Amended and
Restated Certificate of Incorporation and Amended and Restated Bylaws, the corporate proceedings taken by the Company in connection with the Registration Statement and the issuance of the Shares, the Plan and other documents and instruments as we
have deemed appropriate as a basis for the opinions expressed below. Based on the foregoing, we are of the opinion that when the Registration Statement has become effective under the Act, and the Shares have been duly issued as contemplated by the
Registration Statement and the Plan, the Shares will be validly issued, fully paid and non-assessable.
In rendering the opinion expressed above, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as
copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.
The foregoing opinion is limited to the New York Business Corporation Law, and we express no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are “experts” within the meaning of
the Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit.