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[INDYMAC BANCORP, INC. LETTERHEAD]
EXHIBIT 5
October 20, 2000
IndyMac Bancorp, Inc.
155 North Lake Avenue
Pasadena, California 91101
Ladies and Gentlemen:
I have acted as counsel to IndyMac Bancorp, Inc. (formerly IndyMac
Mortgage Holdings, Inc.), a Delaware Corporation (the "Company"), in connection
with the preparation of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, relating to the offer of up to
5,000,000 shares (the "Shares") of common stock of the Company, par value $0.01,
to be issued under the terms and conditions of awards granted under the
Company's 2000 Stock Incentive Plan (the "2000 Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
(i) the Registration Statement, filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act on October 20, 2000 (as
such Registration Statement may be subsequently amended and together with all
exhibits thereto, the "Registration Statement"), (ii) the 2000 Plan, (iii) the
Certificate of Incorporation of the Company as currently in effect, (iv) the
Bylaws of the Company as currently in effect, (v) a specimen of the certificate
to be used to represent the Common Stock, and (vi) resolutions of the Board of
Directors of the Company relating to the issuance of the Shares and the filing
of the Registration Statement. I have also examined originals or copies,
certified or otherwise identified to my satisfaction, of such records of the
Company and such agreements, certificates of public officials, certificates of
officers or representatives of the Company and others, and such other documents,
certificates and records, as I have deemed necessary or appropriate as a basis
for the opinion 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 latter documents. As to any facts material
to the opinion expressed herein, I have relied upon oral or written statements
and representations of officers and other representatives of the Company and
others. I have also assumed that the Shares will be issued for proper and
sufficient consideration, in accordance with the terms of the 2000 Plan, and
that the certificates representing such Shares will be properly issued.
Based upon and subject to the foregoing, I am of the opinion that the
Shares, when issued
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and paid for in accordance with the 2000 Plan, will be validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. This opinion is furnished to you solely
in connection with the Registration Statement.
Very truly yours,
/s/ Richard L. Sommers
Richard L. Sommers
Executive Vice President and
General Counsel
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