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EXHIBIT 5
QUARLES & BRADY LLP
411 EAST WISCONSIN AVENUE
MILWAUKEE, WI 53202-4497
NOVEMBER 8, 2000
Bank Mutual Corporation
4949 West Brown Deer Road
Brown Deer, Wisconsin 53233
Ladies and Gentlemen:
We are providing this opinion in connection with the Registration
Statement of Bank Mutual Corporation (the "Company") on Form S-8 (the
"Registration Statement") to be filed under the Securities Act of 1933, as
amended (the "Act"), with respect to the proposed sale by the Company of up to
700,000 shares of Common Stock, par value $.01 per share ("Shares"), of the
Company pursuant to the Mutual Savings Bank Savings and Investment Plan and the
First Northern Savings Bank 401(k) Savings Plan. On November 1, 2000, First
Northern Capital Corporation ("First Northern") was merged into the Company
pursuant to an Agreement and Plan of Merger by and among the Company (as
assignee), Mutual Savings Bank and First Northern dated as of February 21, 2000
(the "Merger Agreement").
We have examined: (i) the Registration Statement; (ii) the Company's
Charter and Bylaws; (iii) the Merger Agreement; (iv) the Plan; (v) the corporate
proceedings relating to the authorization for the sale of the Shares pursuant to
the Plan in accordance with the Merger Agreement; and (vi) such other documents
and records and such matters of law as we have deemed necessary in order to
render this opinion.
On the basis of the foregoing, we advise you that, in our opinion:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the United States.
2. The Shares to be sold from time to time pursuant to the Plan
which are original issuance shares, when issued and paid for as
contemplated by the Registration Statement and the Plan, will be
validly issued, fully paid and nonassessable by the Company,
subject to the personal liability which may be 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 the Circuit Court for Dane County, Wisconsin, in Case
No. 82-CV- 0023). The Wilson Street East case was subsequently
overturned on other grounds.
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Bank Mutual Corporation
November 8, 2000
Page No. 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving consent, we do not admit that we are "experts"
within the meaning of Section 11 of the Act, or that we come within the category
of persons whose consent is required by Section 7 of the Act.
Very truly yours,
QUARLES & BRADY LLP
