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EXHIBIT 5.1
S-1
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-4497
August 28, 2000
Bank Mutual Corporation
4949 West Brown Deer Road
Milwaukee WI 53223
Ladies and Gentlemen:
We are providing this opinion in connection with the Registration
Statement of Bank Mutual Corporation ("Bank Mutual") on Form S-4 (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Act"), with respect to the proposed issuance of up to 8,701,000 shares of
Bank Mutual common stock, $.01 par value (the "Shares"), pursuant to the Plan of
Restructuring dated as of February 21, 2000, as amended (the "Plan").
We have examined: (i) the Registration Statement; (ii) Bank Mutual's
Charter and Bylaws; (iii) the Plan of Restructuring and the related Stock
Issuance Plan; (iv) corporate proceedings of Bank Mutual and Mutual Savings Bank
relating to the Plan of Restructuring and the transactions contemplated thereby;
and (v) such other documents, and such matters of law, as we have deemed
necessary in order to render this opinion. Based on the foregoing, it is our
opinion that:
1. Bank Mutual is a corporation duly incorporated and validly
existing under the laws of the United States.
2. When (a) the Registration Statement, and any amendments
thereto (including post-effective amendments), shall have
become effective under the Act, (b) the Plan of Restructuring
and the issuance of the Shares pursuant thereto shall have
been duly approved by the depositors of Mutual Savings Bank,
(c) the parties shall have received all necessary regulatory
approvals required to consummate the Restructuring, (d) the
Restructuring shall have been duly consummated in accordance
with the terms of the Plan of Restructuring and the laws of
the United States; and (e) up to 8,701,000 Shares have been
issued in accordance with the provisions of the Plan of Stock
Issuance, such Shares will have been validly issued and will
be fully paid and nonassessable. These shares may be subject
to the personal liability imposed on shareholders by Section
180.0622(2)(b) of the Wisconsin Business Corporation Law, as
judicially interpreted, for debts owing to employees for
services performed, but not exceeding six months service in
any one case. Although Section 180.0622(2)(b) provides that
such personal liability of shareholders shall be "to an amount
equal to the par value of shares owned by them respectively,
and to the consideration for which their shares without par
value was issued," the Wisconsin Supreme Court, by a split
decision without a written opinion, has affirmed a judgment
holding shareholders of a corporation liable under the
substantially identical predecessor statute in effect prior to
January 1, 1991 (Section 180.40(6)) for unpaid employee wages
to an amount equal to the consideration for which their par
value shares were issued rather than the shares' lower stated
par value. Local 257 of Hotel and Restaurant Employees and
Bartenders International Union v. Wilson Street East Dinner
Playhouse, Inc., 126 Wis. 2d 284, 375 N.W.2d 664 (1985)
(affirming the 1983 decision of
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Bank Mutual Corporation
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the Circuit Court for Dane County, Wisconsin, in Case No.
82-CV-0023). That decision was subsequently overturned on
other grounds. While the Wisconsin Supreme Court has found
that the predecessor of this statute applies to non-Wisconsin
corporations which are qualified to do business in Wisconsin,
we are not aware of any decision specifically applying those
provisions to a federally-chartered entity.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Opinions" in the Proxy Statement/Prospectus constituting a part thereof. In
giving our consent, we do not admit that we are "experts" within the meaning of
Section 11 of the Act, or that we are within the category of persons whose
consent is required by Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ QUARLES & BRADY LLP
QUARLES & BRADY LLP
