[STRADLEY RONON STEVENS & YOUNG, LLP LETTERHEAD]
July 6, 2000
Board of Directors
Kentucky National Bancorp, Inc.
1000 North Dixie Avenue
Elizabethtown, Kentucky 42701
Re: Registration Statement on Form S-8
Gentlemen and Ladies:
We have acted as counsel to and for Kentucky National
Bancorp, Inc., an Indiana corporation (the "Company"), in
connection with the preparation and filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8
(the "Registration Statement"), for the purpose of registering
under the Securities Act of 1933, as amended, 48,000 shares (the
"Shares") of the Company's common stock, $.01 par value per
share (the "Common Stock"), issuable under the Company's 2000
Stock Option and Incentive Plan and Director Fee Deferral Plan
(the "Plans").
In our capacity as counsel, we have been requested to
render the opinion set forth in this letter and, in connection
therewith, we have reviewed the following documents: (i) the
Registration Statement; (ii) the Plans; (iii) the Company's
Articles of Incorporation and Bylaws; (iv) certain minutes of
meetings or unanimous consents of the Board of Directors and
shareholders of the Company; and (v) a certificate of the
Secretary of the Company dated July 6, 2000 certifying to the
truth and correctness of (iii) and (iv).
In rendering this opinion, we have assumed and relied
upon, without independent investigation, (i) the authenticity,
completeness, truth and due authorization and execution of all
documents submitted to us as originals, (ii) the genuineness of
all signatures on all documents submitted to us as originals,
and (iii) the conformity to the originals of all documents
submitted to us as certified or photostatic copies.
The law covered by the opinion expressed herein is limited
to the Indiana Business Corporation Law without regard to case
law.
<PAGE>
<PAGE>
Board of Directors
July 6, 2000
Page 2
This opinion letter is given only with respect to laws and
regulations presently in effect. We assume no obligation to
advise you of any changes in law or regulation which may
hereafter occur, whether the same are retroactively or
prospectively applied, or to update or supplement this letter in
any fashion to reflect any facts or circumstances which
hereafter come to our attention.
Based upon, and subject to, the foregoing, we are of the
opinion that the Shares when issued pursuant to and in
accordance with the Plans will be validly issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement and we further consent to the
reference to our firm under the caption "Legal Matters" in the
Prospectus and to any reference to our firm in the Prospectus as
legal counsel who have passed upon the legality of the
securities offered thereby.
Very truly yours,
STRADLEY RONON STEVENS & YOUNG, LLP
By: /s/ James C. Stewart
----------------------------
James C. Stewart , A Partner
