<PAGE>
As filed with the Securities and Exchange Commission on December 9, 1997
Registration No. 333-________
Registration No. 333-_______-01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------
INDIANA UNITED BANCORP IUB CAPITAL TRUST
----------------------
(Exact name of registrant as specified in its charter)
INDIANA DELAWARE
(State or other jurisdiction
of incorporation or organization)
35-1562245 REQUESTED
(I.R.S. Employer
Identification Number)
------- ----------
201 N. BROADWAY, GREENSBURG, INDIANA 47240
(812) 663-0157
--------------
(Address, including zip code, and telephone number,
including area code, of registrant's and
co-registrant's principal executive offices)
MR. ROBERT E. HOPTRY
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
INDIANA UNITED BANCORP
201 N. BROADWAY, GREENSBURG, INDIANA 47240
(812) 663-0157
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------
Please send copies of all communications to:
Ivan M. Diamond, Esq. David W. Harper, Esq. James L. Nouss, Jr., Esq.
Greenebaum Doll & McDonald 2450 Meidinger Tower Bryan Cave LLP
3300 National City Tower Louisville, KY 40202 One Metropolitan Square
101 S. Fifth Street 211 N. Broadway
Louisville, Kentucky 40202 Suite 3600
St. Louis, MO 63102
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: / /
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this form, check the following box: / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-40579 and
333-40579-01
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
<PAGE>
CALCULATION OF ADDITIONAL REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
AMOUNT TO BE PROPOSED MAXIMUM
TITLE OF EACH CLASS OF REGISTERED PROPOSED MAXIMUM OFFERING AGGREGATE OFFERING PRICE AMOUNT OF
SECURITIES TO BE REGISTERED (1) PRICE PER UNIT (1) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Preferred Securities of IUB Capital
Trust (2) 115,000(2) $10.00 $1,150,000(2) $349
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Subordinated Debentures of Indiana
United Bancorp (3) (3)(4)
- ---------------------------------------------------------------------------------------------------------------------------------
Guarantee of Indiana United
Bancorp with respect to the
Preferred Securities (4) (4)
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
payable pursuant to Rule 457 of the Securities Act.
(2) Includes 15,000 Preferred Securities that may be sold by IUB Capital Trust
to the Underwriter to cover over-allotments.
(3) The Subordinated Debentures will be purchased by IUB Capital Trust with the
proceeds of the sale of the Preferred Securities. Such securities may
later be distributed for no additional consideration to the holders of the
Preferred Securities of IUB Capital Trust upon its dissolution and the
distribution of its assets.
(4) This registration statement is deemed to cover the Subordinated Debentures
of Indiana United Bancorp, the rights of holders of Subordinated Debentures
of Indiana United Bancorp under the Indenture, and the rights of holders of
the Preferred Securities under the Trust Agreement, the Guarantee and the
Expense Agreement entered into by Indiana United Bancorp. No separate
consideration will be received for the Guarantee. Pursuant to Rule 457(n)
under the Securities Act, no separate registration fee is payable for the
Guarantee.
INCORPORATION BY REFERENCE
THIS REGISTRATION STATEMENT IS BEING FILED PURSUANT TO RULE 462(b) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THE CONTENTS OF THE REGISTRATION
STATEMENT ON FORM S-2 (REG. NOS. 333-40579 AND 333-40579-01) FILED BY INDIANA
UNITED BANCORP AND IUB CAPITAL TRUST WITH THE SECURITIES AND EXCHANGE
COMMISSION ON NOVEMBER 19, 1997, AS AMENDED BY AMENDMENT NO. 1 TO REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 3,
1997, INCLUDING THE EXHIBITS THERETO, AND DECLARED EFFECTIVE BY THE
SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 1997, ARE INCORPORATED
HEREIN BY REFERENCE.
<PAGE>
EXHIBITS:
The exhibits filed as part of this
Registration Statement are as follows:
5.1 Opinion of Richards, Layton & Finger, special Delaware
counsel, as to the validity of the issuance of the
Preferred Securities.
5.2 Opinion of David W. Harper, Esq., as to the validity of
the issuance of the Subordinated Debentures.
5.3 Opinion of Greenebaum Doll & McDonald PLLC, as to the
validity of the issuance of the Subordinated Debentures.
8.1 Tax opinion of Greenebaum Doll & McDonald PLLC, as to
certain federal income tax matters.
23.1 Consent of Richards, Layton & Finger (included in Exhibit
5.1).
23.2 Consent of David W. Harper, Esq. (included in Exhibit 5.2).
23.3 Consent of Greenebaum Doll & McDonald PLLC (included in
Exhibits 5.3 and 8.1).
23.4 Consent of Geo. S. Olive & Co., LLC.
23.5 Consent of Crowe Chizek and Company LLP.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Greensburg, State of Indiana, on
the 9th day of December, 1997.
INDIANA UNITED BANCORP
By: /s/ Robert E. Hoptry
----------------------------------------
Robert E. Hoptry, Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Capacity Date
---- -------- ----
/s/ Robert E. Hoptry Chairman of the Board, President December 9, 1997
- --------------------- and Chief Executive Officer
Robert E. Hoptry
/s/ Jay B. Fager Treasurer and Chief Financial December 9, 1997
- --------------------- Officer (and Principal Accounting
Jay B. Fager Officer)
/s/ William G. Barron* Director December 9, 1997
- ----------------------
William G. Barron
/s/ Philip A. Frantz* Director December 9, 1997
- ---------------------
Philip A. Frantz
/s/ Martin G. Wilson* Director December 9, 1997
- ---------------------
Martin G. Wilson
/s/ Edward J. Zoeller* Director December 9, 1997
- ---------------------
Edward J. Zoeller
* By: /s/ Robert E. Hoptry
-----------------------
Robert E. Hoptry
Attorney-in-fact
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Greensburg, State of Indiana, on
the 9th day of December, 1997.
IUB CAPITAL TRUST
By: /s/ Robert E. Hoptry
----------------------------------
Robert E. Hoptry, Trustee
By: /s/ Jay B. Fager
----------------------------------
Jay B. Fager, Trustee
By: /s/ Daryl R. Tressler
----------------------------------
Daryl R. Tressler, Trustee
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5.1 Opinion of Richards, Layton & Finger, special Delaware counsel, as
to the validity of the issuance of the Preferred Securities.
5.2 Opinion of David W. Harper, Esq., as to the validity of the issuance
of the Subordinated Debentures.
5.3 Opinion of Greenebaum Doll & McDonald PLLC, as to the validity of
the issuance of the Subordinated Debentures.
8.1 Tax opinion of Greenebaum Doll & McDonald PLLC, as to certain
federal income tax matters.
23.1 Consent of Richards, Layton & Finger (included in Exhibit 5.1).
23.2 Consent of David W. Harper, Esq. (included in Exhibit 5.2).
23.3 Consent of Greenebaum Doll & McDonald PLLC (included in
Exhibits 5.3 and 8.1).
23.4 Consent of Geo. S. Olive & Co., LLC.
23.5 Consent of Crowe Chizek and Company LLP.
<PAGE>
Exhibit 5.1
[Letterhead of Richards, Layton & Finger]
December 9, 1997
IUB Capital Trust
c/o Indiana United Bancorp
201 N. Broadway
Greensburg, Indiana 47240
Re: IUB Capital Trust
-----------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for IUB Capital Trust, a Delaware
business trust (the "Trust"), in connection with the matters set forth herein.
At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:
(a) The Certificate of Trust of the Trust (the "Certificate"), as filed in
the office of the Secretary of State of the State of Delaware (the "Secretary of
State") on November 12, 1997;
(b) The Trust Agreement of the Trust, dated as of November 14, 1997, among
Indiana United Bancorp, an Indiana corporation (the "Company"), and the trustees
of the Trust named therein;
<PAGE>
IUB Capital Trust
c/o Indiana United Bancorp
December 9, 1997
Page 2
(c) The Registration Statement (the "First Registration Statement") on
Form S-2, including a prospectus (the "Prospectus") relating to the ___%
Cumulative Trust Preferred Securities of the Trust representing preferred
undivided beneficial interests in the Trust (each, a "Preferred Security" and
collectively, the "Preferred Securities"), as filed by the Company and the
Trust as set forth therein with the Securities and Exchange Commission on or
about November 19, 1997 and the related Registration Statement (the "Second
Registration Statement") on Form S-2, incorporating therein by reference the
First Registration Statement, filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (the First Registration Statement and the Second Registration
Statement are collectively referred to as the "Registration Statement");
(d) A form of Amended and Restated Trust Agreement of the Trust, to be
entered into among the Company, the trustees of the Trust named therein, and the
holders, from time to time, of undivided beneficial interests in the Trust (the
"Trust Agreement"), attached as an exhibit to the Registration Statement; and
(e) A Certificate of Good Standing for the Trust, dated December 2, 1997,
obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any documents other than
the documents listed above, and we have assumed that there exists no provision
in any document that we have not reviewed that bears upon or is inconsistent
with the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust Agreement
constitutes the entire agreement among the parties thereto with respect to the
subject matter thereof, including with respect to the creation, operation and
termination of the Trust, and that the Trust Agreement and the Certificate are
in full force and effect and have not been amended, (ii) except to the extent
provided in paragraph 1 below, the due creation or due organization or due
formation, as the case may be, and valid existence in good standing of each
<PAGE>
IUB Capital Trust
c/o Indiana United Bancorp
December 9, 1997
Page 3
party to the documents examined by us under the laws of the jurisdiction
governing its creation, organization or formation, (iii) the legal capacity of
natural persons who are parties to the documents examined by us, (iv) that each
of the parties to the documents examined by us has the power and authority to
execute and deliver, and to perform its obligations under, such documents, (v)
the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a Preferred
Security is to be issued by the Trust (collectively, the "Preferred Security
Holders") of a Preferred Security Certificate for such Preferred Security and
the payment for the Preferred Security acquired by it, in accordance with the
Trust Agreement and the Prospectus, and (vii) that the Preferred Securities are
issued and sold to the Preferred Security Holders in accordance with the Trust
Agreement and the Prospectus. We have not participated in the preparation of
the Registration Statement and assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12 DEL. C.
Section 3801, et. seq.
2. The Preferred Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.
3. The Preferred Security Holders, as beneficial owners of the Trust,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.
<PAGE>
IUB Capital Trust
c/o Indiana United Bancorp
December 9, 1997
Page 4
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the use of our name under the heading "Validity of Securities" in the
Prospectus. In giving the foregoing consents, 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 thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger
---------------------------------
Richards, Layton & Finger
EAM
<PAGE>
Exhibit 5.2
[LETTERHEAD OF DAVID W. HARPER, ESQ.]
December 9, 1997
Indiana United Bancorp
201 N. Broadway
Greensburg, Indiana 47240
Ladies and Gentlemen:
I have acted as legal counsel to Indiana United Bancorp, an Indiana
corporation (the "Company"), and IUB Capital Trust, a Delaware statutory
business trust (the "Trust"), in connection with the preparation of a
Registration Statement on Form S-2 under the Securities Act of 1933, as
amended (the "Act"), filed by the Company and the Trust with the Securities
and Exchange Commission (the "SEC") on November 19, 1997 (the "First
Registration Statement"), and the related Registration Statement (the "Second
Registration Statement") on Form S-2, incorporating therein by reference the
First Registration Statement, filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (the First Registration Statement and the Second Registration
Statement are collectively referred to as the "Registration Statement") for
the purpose of registering under the Act Cumulative Trust Preferred
Securities (the "Preferred Securities") issued by the Trust. Capitalized
terms not defined herein shall have the meaning assigned to them in the
Registration Statement.
I have examined and am familiar with (i) the certificate of trust of the
Trust (the "Certificate of Trust") filed with the Secretary of State of the
State of Delaware, (ii) the Amended and Restated Trust Agreement of the
Trust, (iii) the form of the Preferred Securities of the Trust, (iv) the form
of the Guarantee between the Company and State Street Bank and Trust Company,
as trustee, (v) the form of the Subordinated Debentures to be issued by the
Company, and (vi) the form of the subordinated debenture indenture (the
"Indenture") between the Company and State Street Bank and Trust Company, as
trustee. I have also examined originals or copies, certified, or otherwise
identified to my satisfaction, of such other documents, certificates, and
records as I have deemed necessary or appropriate as a basis for the opinions
set forth herein.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies. In making my examination of
documents executed by parties other than the Company or the Trust, I have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and that, except as set forth in paragraphs (1) and
(2) below, such documents constitute valid and binding obligations of such
parties. In addition, I have assumed that the Amended and Restated Trust
Agreement of the Trust, the Preferred Securities of the Trust, the Guarantee,
the Subordinated Debentures and the Indenture will be executed in substantially
the form reviewed by me with only such modifications which are accepted by me.
As to any facts material to the opinions expressed herein which were not
independently established or verified, I have relied upon oral or written
statements and
<PAGE>
representations of officers, trustees, and other representatives of the
Company, the Trust and others.
Based upon and subject to the foregoing and to other qualifications and
limitations set forth herein, I am of the opinion that:
1. After the Indenture has been duly executed and delivered, the
Subordinated Debentures, when duly executed, authenticated and issued in
accordance with the Indenture and delivered and paid for as contemplated
by the Registration Statement, will be valid and binding obligations of
the Company, entitled to the benefits of the Indenture and enforceable
against the Company in accordance with their terms, except to the extent
that enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, or other similar laws now or hereafter in
effect relating to creditors' rights generally, and (ii) general
principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity).
2. The Guarantee, when duly executed and delivered by the parties thereto,
will be a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, except to the extent
that enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, or other similar laws now or hereafter in
effect relating to creditors' rights generally, and (ii) general
principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity).
I am a member of the Bar of the Commonwealth of Kentucky. To the extent
that laws other than the laws of the Commonwealth of Kentucky are applicable to
any of the transactions, agreements, or instruments referred to herein, I
express no opinion on such laws.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and with such state securities administrators as may
require such opinion of counsel for the registration of the Preferred Securities
and to the reference to me under the heading "Validity of Securities" in the
Registration Statement. In giving this consent, I do not thereby admit that I am
within the category of persons whose consent is required under Section 7 of the
Act or under the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ David W. Harper, Esq.
-------------------------
David W. Harper, Esq.
<PAGE>
Exhibit 5.3
[LETTERHEAD OF GREENEBAUM DOLL & MCDONALD PLLC]
December 9, 1997
Indiana United Bancorp
201 N. Broadway
Greensburg, Indiana 47240
Ladies and Gentlemen:
We have acted as special counsel to Indiana United Bancorp, an Indiana
corporation (the "Company"), and IUB Capital Trust, a Delaware statutory
business trust (the "Trust"), in connection with the preparation of a
Registration Statement on Form S-2 under the Securities Act of 1933, as
amended (the "Act"), filed by the Company and the Trust with the Securities
and Exchange Commission (the "SEC") on November 19, 1997 (the "First
Registration Statement"), and the related Registration Statement (the "Second
Registration Statement") on Form S-2, incorporating therein by reference the
First Registration Statement, filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (the First Registration Statement and the Second Registration
Statement are collectively referred to as the "Registration Statement") for
the purpose of registering under the Act Cumulative Trust Preferred
Securities (the "Preferred Securities") issued by the Trust. Capitalized
terms not defined herein shall have the meaning assigned to them in the
Registration Statement.
We have examined and are familiar with (i) the certificate of trust of
the Trust (the "Certificate of Trust") filed with the Secretary of State of
the State of Delaware, (ii) the Amended and Restated Trust Agreement of the
Trust, (iii) the form of the Preferred Securities of the Trust, (iv) the form
of the Guarantee between the Company and State Street Bank and Trust Company,
as trustee, (v) the form of the Subordinated Debentures to be issued by the
Company, and (vi) the form of the subordinated debenture indenture (the
"Indenture") between the Company and State Street Bank and Trust Company, as
trustee. We have also examined originals or copies, certified, or otherwise
identified to our satisfaction, of such other documents, certificates, and
records as we have deemed necessary or appropriate as a basis for the
opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents executed by parties other than the Company or the Trust, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and that, except as set forth in paragraphs (1) and
(2) below, such documents constitute valid and binding obligations of such
parties. In addition, we have assumed that the Amended and Restated Trust
Agreement of the Trust, the Preferred Securities of the Trust, the Guarantee,
the Subordinated Debentures and the Indenture will be executed in substantially
the form reviewed by us with only such modifications which are accepted by us.
As to any facts material to the opinions expressed herein which were not
independently
<PAGE>
established or verified, we have relied upon oral or written statements and
representations of officers, trustees, and other representatives of the
Company, the Trust and others.
Based upon and subject to the foregoing and to other qualifications and
limitations set forth herein, we are of the opinion that:
1. After the Indenture has been duly executed and delivered, the
Subordinated Debentures, when duly executed, authenticated and issued
in accordance with the Indenture and delivered and paid for as
contemplated by the Registration Statement, will be valid and binding
obligations of the Company, entitled to the benefits of the Indenture
and enforceable against the Company in accordance with their terms,
except to the extent that enforcement thereof may be limited by (i)
bankruptcy, insolvency, reorganization, moratorium, or other similar
laws now or hereafter in effect relating to creditors' rights generally,
and (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
2. The Guarantee, when duly executed and delivered by the parties thereto,
will be a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, except to the extent
that enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, or other similar laws now or hereafter in
effect relating to creditors' rights generally, and (ii) general
principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity).
We are members of the Bar of the Commonwealth of Kentucky. To the extent
that laws other than the laws of the Commonwealth of Kentucky are applicable to
any of the transactions, agreements, or instruments referred to herein, we
express no opinion on such laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and with such state securities administrators as may
require such opinion of counsel for the registration of the Preferred Securities
and to the reference to this firm under the heading "Validity of Securities" in
the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act or under the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ Greenebaum Doll & McDonald PLLC
-----------------------------------
Greenebaum Doll & McDonald PLLC
<PAGE>
Exhibit 8.1
[LETTERHEAD OF GREENEBAUM DOLL & MCDONALD PLLC]
December 9, 1997
Indiana United Bancorp
IUB Capital Trust
201 North Broadway
Greensburg, Indiana 47240
Re: IUB Capital Trust Cumulative Trust Preferred Securities
("Preferred Securities")
Ladies and Gentlemen:
We have acted as counsel to Indiana United Bancorp, an Indiana
corporation ("Company"), in connection with the issuance by the Company of
its Subordinated Debentures to IUB Capital Trust, a statutory business trust
formed under the laws of Delaware ("IUB Trust"). IUB Trust has filed a
Registration Statement ("First Registration Statement") on Form S-2 in
connection with its issuance of the Preferred Securities and is filing a
related Registration Statement (the "Second Registration Statement") on Form
S-2, incorporating therein by reference the First Registration Statement, to
be filed with the Securities and Exchange Commission purusant to Rule 462(b)
under the Securities Act of 1933, as amended (the First Registration Statement
and the Second Registration Statement are collectively referred to as the
"Registration Statement"). In that connection, you have requested our
opinion as to the Federal income tax consequences of the purchase, ownership
and disposition of the Preferred Securities. All defined terms used herein
which are not defined herein shall have the meaning given such terms in the
Registration Statement.
We have examined (i) the Certificate of Trust of IUB Trust filed with
the Secretary of State of the State of Delaware having an effective date of
November 14, 1997, (ii) the form of the Registration Statement, (iii) the
form of the Trust Agreement, (iv) the form of the Preferred Securities, (v)
the form of the Guarantee, (vi) the form of the Subordinated Debentures and
(vii) the form of the Indenture (in the case of the documents referenced in
(iii) through (vii) above, in the form filed as an exhibit to the
Registration Statement). Our opinion is based upon the premise that the
transactions will be consummated in accordance with the documents furnished
to us.
We have reviewed the discussion set forth under the heading "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES" in the form of Registration Statement
submitted to us. While that discussion does not purport to discuss all
possible United States Federal income tax
<PAGE>
Indiana United Bancorp
December 9, 1997
Page 2
consequences of the purchase, ownership and disposition of Preferred
Securities, in our opinion, such discussion constitutes, in all material
respects, a fair and accurate summary of the United States Federal income tax
consequences of the purchase, ownership and disposition of Preferred
Securities, based upon current law.
SCOPE OF OPINION
This opinion represents our views as to the interpretation of existing
law and cannot be taken as an assurance of how the law will subsequently
develop. Accordingly, no assurance can be given that the Internal Revenue
Service will not alter its present views, either prospectively or
retroactively, or adopt new views with regard to any of the matters upon
which we are rendering an opinion, nor can any assurance be given that the
Internal Revenue Service will not challenge the positions which the Company
or IUB Trust intend to take.
CONSENT
We hereby consent to the use of our name in the Registration Statement
under the heading "CERTAIN FEDERAL INCOME TAX CONSEQUENCES" and to the filing
of this opinion with the Securities and Exchange Commission and such
state securities administrators or commissioners as may be necessary or
appropriate.
Very truly yours,
/s/ Greenebaum Doll & McDonald PLLC
<PAGE>
Exhibit 23.4
We consent to the inclusion by incorporation by reference of our report
dated February 3, 1997 on the consolidated financial statements of Indiana
United Bancorp in the Registration Statement on Form S-2 filed pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, filed by Indiana
United Bancorp and IUB Capital Trust with the Securities and Exchange
Commission. We also consent to the reference to our firm under the heading
"Experts" in the Prospectus constituting part of the Registration Statement on
Form S-2 incorporated by reference into the Registration Statement filed
pursuant to Rule 462(b).
Indianapolis, Indiana
December 9, 1997
<PAGE>
Exhibit 23.5
CONSENT OF INDEPENDENT AUDITORS
Board of Directors
P.T.C. Bancorp
Brookville, Indiana
We consent to the inclusion by incorporation by reference in the Registration
Statement on Form S-2, filed pursuant to Rule 462(b) of the Securities Act of
1933, as amended, to be filed by Indiana United Bancorp and IUB Capital
Trust, of our report dated January 23, 1997 on the consolidated financial
statements of P.T.C. Bancorp as of December 31, 1996 and 1995, and for the
years then ended, appearing in the Prospectus, which is part of the
Registration Statement. We also consent to the use of our name under the
heading "Experts" in the Prospectus.
/s/ Crowe, Chizek and Company LLP
- ----------------------------------
Crowe, Chizek and Company LLP
Indianapolis, Indiana
December 9, 1997
