BOSE McKINNEY & EVANS LLP
135 North Pennsylvania Street, Suite 2700
Indianapolis, Indiana 46204
June 20, 2000
Lincoln Bancorp
1121 East Main Street
Plainfield, Indiana 46168
Dear Sirs:
We are acting as counsel to Lincoln Bancorp, an Indiana corporation (the
"Company"), in connection with the issuance of shares of the Company's Common
Stock, no par value (the "Common Shares"), in connection with a merger of
Citizens Bancorp with and into the Company. These Common Shares are the subject
of a Registration Statement (the "Registration Statement") filed by the Company
on Form S-4 under the Securities Act of 1933, as amended.
We have examined photostatic copies of the Company's Articles of Incorporation
and Code of Bylaws, certain resolutions adopted by the Company's Board of
Directors, and such other documents and instruments as we have deemed necessary
to enable us to render the opinion set forth below. We have assumed the
conformity to the originals of all documents submitted to us as photostatic
copies, the authenticity of the originals of such documents, and the genuineness
of all signatures appearing thereon.
Based upon and subject to the foregoing, it is our opinion that the Common
Shares have been duly authorized by all necessary corporate action of the
Company and when the applicable provisions of the Securities Act of 1933 and
such state "blue sky" or securities laws as may be applicable have been complied
with, the Common Shares will be legally issued, fully paid, and nonassessable.
We do not hold ourselves out as being conversant with the laws of any
jurisdiction other than those of the United States and the State of Indiana and,
thereon, this opinion is limited to the laws of those jurisdictions.
We consent to the filing of this opinion as an exhibit to the Registration
Statement filed under the Securities Act of 1933 relating to the Common Shares.
Very truly yours,
/s/ BOSE McKINNEY & EVANS LLP
