EXHIBIT 5
Opinion of Ice Miller Donadio & Ryan
July 18, 2000
Board of Directors
German American Bancorp
711 Main Street
Jasper, Indiana 47546-3042
Gentlemen:
We have acted as counsel to German American Bancorp, an Indiana
corporation (the "Company"), in connection with the registration of 947,779
common shares, including attached preferred share purchase rights (the
"Shares"), covered by the Registration Statement (together with all amendments
thereto, the "Registration Statement"), under the Securities Act of 1933, as
amended (the "1933 Act") including the prospectus/proxy statement contained in
the Registration Statement (as amended or supplemented, the "Prospectus") that
the Company is filing in connection with the proposed merger of Holland Bancorp,
Inc., a Delaware corporation, into the Company (the "Merger"). Unless otherwise
defined herein, capitalized terms used shall have the meaning assigned to them
in the Registration Statement.
In connection therewith, we have investigated those questions of law we
have deemed necessary or appropriate for purposes of this opinion. We have also
examined originals, or copies certified or otherwise identified to our
satisfaction, of those documents, corporate or other records, certificates and
other papers that we deemed necessary to examine for the purpose of this
opinion, including:
1. The Registration Statement, including the form of prospectus included
therein, in the form in which it is being filed with the Securities
and Exchange Commission under the 1933 Act;
2. A copy of the Company's Restatement of Articles of Incorporation
certified by the Secretary of State of Indiana on May 5, 2000 to be a
true and correct copy thereof;
3. A copy of the Amended and Restated Bylaws of the Company, as amended
to date;
4. Resolutions relating to the approval of the Merger and the issuance
and registration of the Shares and the filing of the Registration
Statement adopted by the Company's Board of Directors on or about June
20, 2000 (the "Resolutions");
5. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject
to the assumptions, limitations and qualifications stated herein.
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We have also relied, without investigation as to the accuracy thereof,
on other certificates of and oral and written communication from public
officials and officers of the Company.
For purposes of this opinion, we have assumed (i) the authenticity of
all documents submitted to us as originals and the conformity to authentic
originals of all documents submitted to us as certified or photostatic copies;
(ii) that the Resolutions have not and will not be amended, altered or
superseded before the filing of the Registration Statement; and (iii) that no
changes will occur in the applicable law or the pertinent facts before the
filing of the Registration Statement.
Based upon the foregoing and subject to the qualifications set forth in
this letter, we are of the opinion that the Shares are duly authorized and, when
issued and delivered in accordance with the resolutions of the Board of
Directors authorizing their issuance and the terms of the Merger as summarized
in the Prospectus, will be validly issued, fully paid and nonassessable.
This opinion is solely for your benefit in connection with the filing
by the Company of the Registration Statement, and no other person or entity may
rely upon this opinion without the prior, express written consent of this firm.
This opinion is based on our knowledge of the law and facts as of the date
hereof, and we assume no duty to communicate with you with respect to any matter
that comes to our attention hereafter.
We consent to the use of this opinion as an exhibit to the Registration
Statement, to the disclosure and summarization of the opinion in the
Registration Statement, including in the proxy statement/prospectus included
therein, and to the reference to our firm in the Registration Statement under
the caption "Legal Matters." 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/ ICE MILLER DONADIO & RYAN
