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EXHIBIT 5
OPINION OF KUTAK ROCK LLP
December 4, 2000
Board of Directors
First National of Nebraska, Inc.
One First National Center
Omaha, NE 68102
Re: First National of Nebraska, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to First National of Nebraska, Inc., a Nebraska
corporation (the "Company") in connection with the filing of a registration
statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to 5,000
shares of the Company's common stock, par value $5.00 per share (the "Common
Stock"), issuable pursuant to the exercise of certain stock options (the "Stock
Options") which may be granted to directors, officers and other key employees of
the Company and of any present or future subsidiaries of the Company under the
terms of the Senior Management Stock Option Plan (the "Stock Option Plan") and
options (the "OPT Options") to purchase shares in certain registered mutual
funds under the terms of the Senior Management Option Plan (the "OPT Plan").
This opinion is being furnished in accordance with the requirements of Item
8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K. In rendering this
opinion, we have reviewed the Company's charter documents, the Stock Option
Plan, the OPT Plan, the corporate proceedings taken by the Company in connection
with the establishment and administration of the Stock Option Plan, the OPT Plan
and such other matters, documents and law as we have deemed necessary for
purposes of this opinion. Based on, and subject to the foregoing, it is our
opinion that the shares of Common Stock, when issued and paid for in accordance
with the Plan, will be legally issued, fully paid and nonassessable.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder. This opinion letter is rendered as of the date first written above
and we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plan, the Stock Options, the OPT Options or the Common Stock.
Very truly yours,
/s/ KUTAK ROCK LLP
KUTAK ROCK LLP
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