EXHIBIT 5
May 31, 2000
Board of Directors
Old National Bancorp
420 Main Street
Evansville, Indiana 47708
Re: Registration Statement on Form S-8
Gentlemen:
We have represented Old National Bancorp ("ONB") in connection with
the preparation and filing of a Registration Statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended, shares of
the ONB's common stock, no par value (the "Shares"). The Shares will be offered
and issued upon the terms and subject to the conditions set forth in the ANB
Corporation Stock Option Plan, the ANB Corporation 1995 Stock Option Plan and
the ANB Corporation 1996 Directors' Stock Option Plan (the "Stock Option
Plans").
In connection with this opinion, we have reviewed and relied upon
originals or copies, certified or otherwise identified to our satisfaction, of
the Articles of Incorporation of ONB, as amended, the By-Laws of ONB, the Stock
Option Plans and such other documents and information as we have, in our
judgment, deemed relevant.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, it is our opinion that the Shares
will, when issued in accordance with the terms of the Stock Option Plans, be
legally issued, fully paid and non-assessable. This opinion is limited to the
matters stated herein, and no opinion is to be implied or may be inferred beyond
the matters expressly stated.
This opinion is addressed to you and is solely for your use in
connection with the Registration Statement, and we assume no professional
responsibility to any other person whatsoever. Accordingly, the opinion
expressed herein is not to be relied upon, utilized or quoted by or, subject to
the subsequent paragraph hereof, delivered or disclosed to, in whole or in part,
any other person, entity or governmental authority without, in each instance,
the prior written consent of this firm.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ KRIEG DEVAULT ALEXANDER & CAPEHART, LLP
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KRIEG DEVAULT ALEXANDER & CAPEHART, LLP
