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BOSE McKINNEY & EVANS LLP
135 North Pennsylvania Street
Suite 2700
Indianapolis, Indiana 46204
June 21, 2000
First Indiana Corporation
135 North Pennsylvania Street, Suite 2800
Indianapolis, Indiana 46204
Dear Sirs:
We are acting as counsel to First Indiana Corporation, an Indiana
corporation (the "Company"), in connection with the issuance of shares of the
Company's Common Stock, par value $.01 per share (the "Common Shares"), in
connection with a merger of The Somerset Group, Inc. with and into the
Company. These Common Shares are the subject of a Registration Statement (the
"Registration Statement") filed by the Company on Form S-4 under the
Securities Act of 1933, as amended. In connection therewith, you have
requested our opinion with respect to certain United States Federal income
tax matters discussed in the prospectus which is contained in the
Registration Statement (the "Prospectus"). All capitalized terms used herein
have their respective meanings as set forth in the Registration Statement
unless otherwise stated.
In rendering the opinions stated below, we have examined and relied, with
your consent, upon the Registration Statement and such other documents,
records and instruments as we have deemed necessary in order to enable us to
render the opinion referred to in this letter. We have further assumed the
accuracy of the statements and descriptions of the Company's intended
activities as described in the Registration Statement and the reports
incorporated therein by reference.
Based upon and subject to the foregoing, we are of the opinion that the
material U.S. federal income tax consequences to holders of common stock of
The Somerset Group, Inc. who hold such stock as a "capital asset" within the
meaning of Section 1221 of the Internal Revenue Code of 1986, as amended,
will be consistent with the discussion contained in the section entitled "The
Merger and the Merger Agreement-Material U.S. Federal Income Tax Consequences
of the Merger" in the Registration Statement.
The opinions set forth in this letter represent our conclusions as to the
application of federal income tax laws existing as of the date of this letter
to the transactions described herein. We can give no assurance that
legislative enactments, administrative changes or court decisions may not be
forthcoming that would modify or supersede our opinion. Moreover, there can
be no assurance that positions contrary to our opinion will not be taken by
the IRS, or that a court considering the issues would not hold contrary to
such opinion. Further, the opinion set forth above represents our conclusion
based upon the documents, facts and representations referred to above. Any
material amendments to such documents, changes in any significant facts or
inaccuracy of such representations could affect the opinions referred to
herein. Although we have made such inquiries and performed such
investigations as we have deemed
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First Indiana Corporation
June 21, 2000
Page 2
necessary to fulfill our professional responsibilities as counsel, we have not
undertaken an independent investigation of the facts referred to in this letter.
We express no opinion as to any federal income tax issue or other matter
except that set forth above. We consent to the filing of this opinion as an
exhibit to the Registration Statement
Very truly yours,
/s/ BOSE McKINNEY & EVANS LLP
