Exhibit 5
September 21, 2000
Board of Directors
MutualFirst Financial, Inc.
110 East Charles Street
Muncie, Indiana 22150-1808
Members of the Board of Directors:
We have examined (i) the Registration Statement on Form S-4 (the
"Registration Statement") filed by MutualFirst Financial, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), and the public
offering prospectus (the "Prospectus") relating to the issuance by the Company
of up to 2,677,256 shares of common stock, par value $.01 per share (the "Common
Stock"), in the manner set forth in the Registration Statement and the
Prospectus, (ii) the Company's Articles of Incorporation and Bylaws and (iii)
records of the Company's corporate proceedings relative to the issuance of the
Common Stock.
In our examination, we have assumed and have not verified (i) the
genuineness of all signatures, (ii) the authenticity of all documents submitted
to us as originals, (iii) the conformity with the originals of all documents
supplied to us as copies, and (iv) the accuracy and completeness of all
corporate records and documents and all certificates and statements of fact, in
each case given or made available to us by the Company. We have relied upon
certificates and other written documents from public officials and government
agencies and departments and we have assumed the accuracy and authenticity of
such certificates and documents.
Based upon the foregoing, and having a regard for such legal
considerations as we deem relevant, we are of the opinion that the Common Stock
will be, upon issuance as contemplated in the Registration Statement and the
Prospectus, legally issued, fully paid and non-assessable.
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Board of Directors
MutualFirst Financial, Inc.
September 21, 2000
Page 2
We consent to the use of this opinion, to the incorporation by
reference of such opinion as an exhibit to the Registration Statement and to the
reference to our firm and our opinion under the heading "Legal Matters" in the
Registration Statement filed by the Company, and all amendments thereto. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ SILVER, FREEDMAN & TAFF, L.L.P.
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SILVER, FREEDMAN & TAFF, L.L.P.
