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LAW OFFICES OF
KELLER ROHRBACK L.L.P.
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A PROFESSIONAL LIMITED LIABILITY PARTNERSHIP
November 28, 2000
EXHIBIT 5
To the Board of Directors
Frontier Financial Corporation
332 S.W. Everett Mall Way
Everett, Washington 98204
Re: Frontier Financial Corporation Registration Statement of Form S-4
Ladies and Gentlemen:
We are acting as counsel for Frontier Financial Corporation, a
Washington bank holding company ("Frontier"), in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of up to
738,661 shares of common stock of Frontier, no par value per share (the
"Shares"), to be issued in accordance with the Agreement and Plan of Mergers
dated October 23, 2000, between Frontier, Frontier Bank, Interbancorp, Inc. and
Inter Bank (the "Merger Agreement"). A registration statement on Form S-4 (the
"Registration Statement") is being filed under the Act with respect to the
offering of the Shares pursuant to the Merger Agreement.
In connection with the offering of the Shares, we have examined: (i) the
Merger Agreement; (ii) the Registration Statement; and (iii) such other
documents as we have deemed necessary to form the opinion expressed below. As to
various questions of fact material to such opinion, where relevant facts were
not independently established, we have relied upon statements of officers of
Frontier, or representations and warranties of Frontier contained in the Merger
Agreement.
Based and relying solely upon the foregoing, it is our opinion that the
Shares, upon issuance pursuant to the Merger Agreement after the Registration
Statement has become effective under the Act, will be validly issued under the
laws of the State of Washington and will be fully paid and not assessable.
Consent is hereby given to the filing of this opinion as an exhibit to
the Registration Statement and to the legal reference to this firm under the
caption "Certain Legal Matters" as having passed upon the validity of the
Shares. In giving this consent, we do not admit that we are experts within the
meaning of the Act.
Very truly yours,
/s/
KELLER ROHRBACK L.L.P.
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1201 Third Avenue Suite 3200 Seattle, Washington 98101-3052
Telephone: (206) 623-1900 Fax: (206) 623-3384
