Exhibit 5
October 31, 2000
Lincoln Bancorp
1121 East Main Street
Plainfield, Indiana 46168
Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Lincoln Bancorp (the
"Corporation"), relating to the offer and sale of 79,674 shares of the Common
Stock, without par value, of the Corporation under the Lincoln Bancorp Stock
Option Plan assumed by the Corporation on September 26, 2000, as a result of the
merger of Citizens Bancorp with and into the Corporation (the "Plan"). In
connection with your request, we have made such examination of the corporate
records and proceedings of the Corporation and considered such questions of law
and taken such further action as we deemed necessary or appropriate to enable us
to render this opinion.
Based upon such examination, we are of the opinion that when the Common
Stock has been purchased and the purchase price therefor has been paid as
contemplated by the Plan and as described in the Registration Statement, as the
same may be amended, and when the Corporation has complied with the Securities
Act of 1933, as amended, and with the securities laws of the State of Indiana
and all other jurisdictions in which the Common Stock is to be sold pursuant to
the exercise of stock options granted under the Plan, the Common Stock will be
legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving this consent, however, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Barnes & Thornburg
BARNES & THORNBURG
