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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
July 21, 2000
First National Bancorp, Inc.
78 North Chicago Street
Joliet, Illinois 60432
Ladies and Gentlemen:
We have acted as special counsel to First National Bancorp, Inc., an
Illinois corporation (the "Company"), in connection with the proposed offering
of 10,000 shares of its common stock, $10.00 par value ("Common Shares"),
pursuant to the Company's Employee Profit Sharing and Retirement Plan (the
"Plan") as described in the Form S-8 Registration Statement to be filed with the
Securities and Exchange Commission (the "SEC") on June 9, 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
First National Bancorp, Inc.
July 21, 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
