EXHIBIT 5
BAKER & DANIELS
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204-1782
(317) 237-0300
FAX (317) 237-1000
www.bakerdaniels.com
November 27, 2000
Integra Bank Corporation
227 Main Street
P.O. Box 868
Evansville, Indiana 47705-0868
Ladies and Gentlemen:
We have examined the corporate records and proceedings
of Integra Bank Corporation, an Indiana corporation (the
"Company"), with respect to (a) the organization of the Company,
and (b) the legal sufficiency of all corporate proceedings of the
Company taken in connection with the authorization, issuance,
form, validity and nonassessability of the authorized but
unissued shares of the Common Stock, without par value (the
"Common Stock"), of the Company issuable in connection with the
merger of Webster Bancorp, Inc. with and into the Company (the
"Merger") as described in the Registration Statement on Form S-4
(the "Registration Statement"), being filed by the Company under
the Securities Act of 1933, as amended (the "Act").
Based on such examination, we are of the opinion that:
1. The Company is a duly organized and validly existing
corporation under the laws of the State of Indiana.
2. The authorized capital stock of the Company consists
of 29,000,000 Common Shares, without par value ("Common Stock"),
and 1,000,000 Preferred Shares, without par value.
3. The shares of Common Stock to be issued in the Merger
have been duly and validly authorized, and such shares will, upon
consummation of the Merger described in the Registration
Statement and issuance and delivery of such shares in accordance
with the terms of the Merger, be validly issued and outstanding,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as
Exhibit 5 to the Registration Statement and to the references to
us in the proxy statement/prospectus which is a part of the
Registration Statement. In giving this consent, we do not 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 Securities and Exchange Commission promulgated thereunder.
Yours very truly,
/s/ BAKER & DANIELS
