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EXHIBIT 5
PERKINS LAW OFFICE
1426 INGLENOOK DRIVE
JEFFERSON CITY, MO 65109
573-635-0631
FAX: 573-635-6835
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Mid-American Alliance
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October 31, 2000
October 31, 2000
Harold Woodward
Mid-American Alliance Corporation
813 W. Stadium Boulevard
Suite A
Jefferson City, MO 65109
Dear Mr. Woodward:
We have acted as counsel for Mid-American Alliance Corporation, a
Missouri corporation ("Company"), in connection with the offering of securities
in a private placement, a Reg D offering, an intrastate registration of a
$16,000,000 unit offering, and in connection with a public registration of
$10,000,000 t be filed with the Securities and Exchange Commission and the
states of Missouri, Illinois, and Arkansas.
In connection with this matter, we have examined the originals or
copies of certified or otherwise identified to our satisfaction of the
following:
(A) Articles of Incorporation of the Company, as amended to date;
(B) Bylaws of the Company, as amended to date;
(C) Certificate from the State of Missouri, Corporation
Commission Secretary of State, dated as of a recent date,
stating that the Company is duly incorporated and in good
standing in the State of Missouri.
(D) Resolutions of the Board of Directors of the Company
authorizing the issuance and sale of the shares and various
other matters relating to the issuance and sale of the shares.
In addition to the foregoing, we have also relied as to matters of fact
upon the representations made by the Company to the undersigned. Based upon and
in reliance upon the foregoing, and after examination of such corporate and
other records, certificates and other documents and such matters of law as we
have deemed applicable or relevant to this opinion, it is our opinion that:
1. The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of Missouri
and has full corporate power and authority to own properties
and conduct its business;
2. The authorized capital stock of the Company consists of
15,000,000 shares of common stock, $.10 par value, and 640,000
shares of preferred stock, $5.00 par value, of which 5,954,000
shares of common stock are issued and outstanding.
3. The issued stock, including any held in the treasury of the
Company as of October 31, 2000, is duly and validly issued,
fully paid and non-assessable, and the shareholders are
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Mid-American Alliance
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October 31, 2000
subject to no liability as shareholders of the Company.
4. All of the authorized and issued shares of stock of the
Company as of October 31, 2000 are exempt from registration
under Federal Securities law and 1,598,000 shares were sold
pursuant to an intrastate registration in Missouri.
5. No shares of stock have been reserved in any manner as of
October 31, 2000. The Board has authorized the sale of
1,333,334 shares of common stock of Mid American Alliance
Corporation. It has authorized the filing of a registration
statement with the Securities and Exchange Commission and the
Missouri, Arkansas, and Illinois Securities Divisions seeking
registration of the securities under the appropriate laws in
each state.
6. The securities when sold pursuant to this registration will be
legal, fully paid, and nonaccessible. The Company has
authorized sufficient shares of common stock to make the
offering of these shares.
If you have any questions, please feel free to contact me.
Sincerely,
John R. Perkins
