EXHIBIT 5.1
OPINION OF VEDDER, PRICE, KAUFMAN & KAMMHOLZ REGARDING
THE LEGALITY OF ANY ORIGINAL ISSUANCE OF
COMMON STOCK OFFERED HEREBY
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EXHIBIT 5.1
December 21, 2000
Wintrust Financial Corporation
727 North Bank Lane
Lake Forest, Illinois 60045
Re: Registration Statement on Form S-8
Gentlemen:
We are acting as counsel to Wintrust Financial Corporation, an Illinois
corporation (the "Company"), in connection with the filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement") relating to up to 100,000 shares of the Company's
common stock, without par value (the "Common Stock"). The Common Stock is
issuable under the Wintrust Financial Corporation Retirement Savings Plan (the
"Plan"). The opinion set forth below relates only to the Common Stock covered by
the Registration Statement.
In connection with our opinion, we have examined originals, or copies,
certified or otherwise identified to our satisfaction, of the Registration
Statement, the Amended and Restated Articles of Incorporation and the Amended
By-Laws of the Company, as well as such other corporate records, documents and
other papers as we deemed necessary to examine for purposes of this opinion. We
have assumed the authenticity, accuracy and completeness of all documents
submitted to us as originals, the conformity to authentic original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the genuineness of all signatures.
Based on the foregoing, we are of the opinion that the 100,000 shares of
Common Stock that may be offered and sold in accordance with the Plan will
be, when sold, duly authorized, validly issued, fully paid and nonassessable
shares of Common Stock.
The opinion expressed herein is limited to the Federal securities laws and
the laws of the State of Illinois currently in effect.
We hereby consent to the use of this opinion in connection with the
Registration Statement and to any references to our firm therein.
Sincerely yours,
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
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