EXHIBIT 5.1
July 19, 2000
Irwin Financial Corporation
500 Washington Street
Columbus, IN 47202
Ladies and Gentlemen:
Reference is hereby made to the Registration Statement on Form S-8 (the
"Registration Statement") being filed by Irwin Financial Corporation, an Indiana
corporation (the "Company"), relating to the registration of 300,000 shares of
the Company's common stock (the "Common Stock"), reserved for issuance under the
Irwin Union Bank and Trust Company Business Development Board Compensation
Program (the "Plan"). We have acted as counsel for the Company in connection
with the Registration Statement.
In connection with our opinion, we have examined originals, or copies,
certified or otherwise identified to our satisfaction, of the Registration
Statement, the Articles of Incorporation of the Company, as amended, the Bylaws
of the Company, as amended, as well as such other corporate records, documents
and other papers as we deemed necessary to examine for purposes of this opinion.
We have assumed the authenticity, accuracy and completeness of all documents
submitted to us as originals, the conformity to authentic original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the genuineness of all signatures.
Based upon the foregoing, it is our opinion that such shares of Common
Stock, when issued by the Company in accordance with the terms of the Plan, will
be validly issued, fully paid and nonassessable.
The opinion expressed herein is limited to Federal securities laws and the
laws of the State of Illinois currently in effect.
We hereby consent to the use of this opinion in connection with said
Registration Statement and to the references to our firm therein.
Very truly yours,
/s/Vedder, Price, Kaufman & Kammholz
