BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
Telephone (312) 984-3100
Facsimile (312) 984-3150
Exhibit 5.1
October 20, 2000
Lakeland Financial Corporation
202 East Center Street
P.O. Box 1387
Warsaw, Indiana 46581
Ladies and Gentlemen:
We have acted as special counsel to Lakeland Financial Corporation ,
an Indiana corporation (the "Company"), in connection with the proposed
offering of 1,000,000 shares of its common stock, no par value ("Common
Shares"), pursuant to the Lakeland Financial Corporation 401(K) Plan (the
"Plan") as described in the Form S-8 Registration Statement to be filed with
the Securities and Exchange Commission (the "SEC") on October 23, 2000 (the
"Registration Statement"). In so acting, we have examined and relied upon the
originals, or copies certified or otherwise identified to our satisfaction, of
such records, documents and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below. Capitalized
terms used, but not defined, herein shall have the meanings given such terms
in the Registration Statement.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, when the Registration Statement becomes effective
and the Shares have been issued in accordance with the Plan, the Shares will
be validly issued, fully paid and nonassessable. With respect to the opinions
expressed above, we are qualified to practice law in the State of Illinois and
express no opinion concerning any law other than the laws of the State of
Illinois, the General Corporation Law of the State of Delaware and the laws of
the United States of America.
This opinion is being furnished to you solely for your benefit in
connection with the transactions set forth above. It may not be relied upon
by, nor a copy of it delivered to any other party, without our prior written
consent. This opinion is based upon 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.
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BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
Lakeland Financial Corporation
October 20, 2000
Page 2
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. 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 Act, or the rules
and regulations of the Commission promulgated thereunder.
Sincerely,
/s/ Barack Ferrazzano Kirschbaum
Perlman & Nagelberg
BARACK FERRAZZANO KIRSCHBAUM
PERLMAN & NAGELBERG
