Exhibit 4.2
May 27, 2009
The Colonial BancGroup,
Inc.
100 Colonial Bank Blvd, 3rd floor
Montgomery, Alabama 36117
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Re:
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Registration
Statement on Form S-8 relating to the issuance of shares of Common
Stock under
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The Colonial
BancGroup, Inc. Stock Incentive Plan (the
“Plan”)
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Gentlemen:
We are familiar with the proceedings
taken and proposed to be taken by The Colonial BancGroup, Inc., a
Delaware corporation (the “Company”), in connection
with the proposed issuance by the Company of 15,000,000 additional
shares of its Common Stock, par value of $2.50 per share, from
authorized but unissued shares in connection with the Plan. We have
also acted as counsel for the Company in connection with the
preparation and filing with the Securities and Exchange Commission,
under the Securities Act of 1933, of the Registration Statement on
Form S-8 referred to in the caption above. In this connection we
have reviewed such documents and matters of law as we have deemed
relevant and necessary as a basis for the opinions expressed
herein.
Upon the basis of the foregoing, we
are of the opinion that:
(i) The Company is a corporation
duly organized and existing under the laws of the State of
Delawa
