EXHIBIT 5.1
[Letterhead of Dorsey & Whitney LLP]
December 28, 2000
United Financial Corp.
120 First Avenue North
Great Falls, Montana 59403
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to United Financial Corp., a Minnesota
corporation (the "Company"), and have advised the Company in connection with a
registration statement on Form S-8 relating to the sale or issuance by the
Company from time to time of up to 120,000 shares (the "Shares") of common
stock, no par value, of the Company ("Common Stock") issuable under the 2000
Long-Term Incentive and Stock Option Plan (the "Plan").
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of our opinion
set forth below.
In rendering our opinion set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinion, we have relied
upon certificates of officers of the Company and of public officials. Based on
the foregoing, we are of the opinion that the Shares have been duly authorized
and, upon issuance, delivery and payment therefor in accordance with the terms
of the Plan, and any relevant agreements thereunder, will be validly issued,
fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-8 of the Company relating to the Shares.
Very truly yours,
/s/ Dorsey & Whitney LLP
JWM
