EXHIBIT 5
October 6, 2000
Board of Directors
Old National Bancorp
420 Main Street
Evansville, Indiana 47708
Ladies and Gentlemen:
We have represented Old National Bancorp ("Old National") as special
counsel in connection with the preparation and filing of a Registration
Statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission for the purpose of registering 1,000,000 shares of Old
National's no par value common stock (the "Shares") under the Securities Act of
1933, as amended. The Shares will be offered and issued from time to time in
connection with Old National's acquisition, directly or indirectly, of the
business, assets or stock, or interests therein, of unaffiliated corporations or
other entities, as set forth in the Registration Statement, including any
amendment thereto, and the prospectus contained in the Registration Statement,
including any supplement thereto. In rendering this opinion, we have reviewed
and are familiar with Old National's Articles of Incorporation and By-Laws and
such other records, documents and information as we have in our judgment deemed
relevant.
Based upon the foregoing, it is our opinion that, when appropriate
corporate action has been taken to authorize the issuance of any of the Shares
and, when any of the Shares are issued for appropriate consideration pursuant to
a definitive acquisition agreement and otherwise in accordance with the
Registration Statement, including any amendment thereto, and the prospectus
contained therein, including any supplement thereto, such Shares will 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 delivered or
disclosed to, in whole or in part, any other person, corporation, entity or
governmental authority without, in each instance, the prior written consent of
this firm.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference made to us in the Registration
Statement and the prospectus forming a part thereof under the caption "Legal
Opinions". In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ KRIEG DeVAULT ALEXANDER & CAPEHART, LLP
KRIEG DeVAULT ALEXANDER & CAPEHART, LLP
