EXHIBIT 5.1
OPINION OF VEDDER, PRICE, KAUFMAN & KAMMHOLZ
13
<PAGE>
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 (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 450,000 shares of the Company's common stock, without par value (the "Common
Stock"). The Common Stock is issuable under the Wintrust Financial Corporation
1997 Stock Incentive Plan, as amended effective as of May 25, 2000 (the "Plan").
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 and the Wintrust Financial Corporation 1997 Stock
Incentive Plan, as amended effective May 25, 2000, 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 450,000 shares of
Common Stock when issued by the Company in accordance with the Plan will be 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 references to our firm therein.
Sincerely yours,
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
14
