Exhibit 5.1
September 22, 2000
AMCORE Financial, Inc.
501 Seventh Street
Rockford, Illinois 61104
Re: AMCORE Financial, Inc. -- Registration Statement
under the Securities Act of 1933 on Form S-8
Ladies and Gentlemen:
We have acted as counsel to AMCORE Financial, Inc., a Nevada corporation
(the "Company"), in connection with the preparation of the Registration
Statement on Form S-8 filed by the Company on September 22, 2000 with the
Securities and Exchange Commission (the "Commission") relating to the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 2,275,000 shares (the "Shares") of the common stock of the
Company, par value $.22 per share, including the associated Common Stock
Purchase Rights of the Company (the "Rights"), issued pursuant to a Rights
Agreement, dated as of February 21, 1996, between the Company and Firstar
Trust Company, as Rights Agent (such Registration Statement, as may be
amended, being hereinafter referred to as the "Registration Statement").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Securities Act.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following:
(1) the Registration Statement; (2) the AMCORE Financial, Inc. 2000 Stock
Incentive Plan (the "Plan"), pursuant to which the Shares, including the
associated Rights, are to be issued pursuant to the various awards granted
under the Plan; (3) the Articles of Incorporation of the Company, as
amended to date, and as certified by the Nevada Secretary of State; (4) the
Bylaws of the Company, certified by the Secretary of the Company, as of the
date hereof; (5) the form of certificate representing the Shares; (6)
certain resolutions of the Board of Directors and the shareholders of the
Company, certified by the Secretary of the Company, relating to the
adoption of the Plan and the issuance of the Shares thereunder; and (7) the
Rights Agreement.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, photostatic or telecopied copies
and the originals of such copies. We have assumed that all documents
submitted to us unsigned have been properly executed by the proper parties
and delivered in a timely manner. As to any facts material to this opinion
that we did not independently establish or verify, we have relied upon
statements and representations of officers and other representatives of the
Company and others.
Members of our firm are admitted to the practice of law in the State of
Illinois and we express no opinion as to the laws of any other
jurisdiction, except the State of Nevada to the extent specifically
referred to herein. As to all matters governed by the laws of the State of
Nevada, we have relied upon the opinion delivered to us by the Nevada law
firm of Marshall Hill Cassas & de Lipkau, dated September 22, 2000.
Based upon and subject to the foregoing, and to the limitations,
qualifications, exceptions and assumptions set forth herein, and assuming
(i) the valid issuance of awards pursuant to the Plan, (ii) the conformity
of the certificates representing the Shares to the form thereof examined by
us, (iii) the due execution and countersignature of such certificates and
(iv) subject to the Company completing all actions and proceedings required
on its part to be taken prior to the issuance of the Shares pursuant to the
terms of the Plan, it is our opinion that, upon the issuance and sale of
the Shares in connection with awards granted pursuant to the Plan,
including, if applicable, the receipt by the Company of the exercise price
of any options awarded pursuant to the Plan in the manner contemplated by
the Plan and the Registration Statement, the Shares will be validly issued,
fully paid and nonassessable.
This opinion is limited to matters governed by the laws of the State of
Nevada, excluding any Nevada state "blue sky" laws. We hereby consent to
the filing of this opinion with the Commission as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not thereby admit
that we are included in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom (Illinois)
