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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.
We have examined photostatic copies of the Company's Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws, certain
resolutions adopted by the Company's Board of Directors, and such other
documents and instruments as we have deemed necessary to enable us to render
the opinion set forth below. We have assumed the conformity to the originals
of all documents submitted to us as photostatic copies, the authenticity of
the originals of such documents, and the genuineness of all signatures
appearing thereon.
Based upon and subject to the foregoing, it is our opinion that the Common
Shares have been duly authorized by all necessary corporate action of the
Company and when the applicable provisions of the Securities Act of 1933 and
such state "blue sky" or securities laws as may be applicable have been
complied with, the Common Shares will be legally issued, fully paid, and
nonassessable.
We do not hold ourselves out as being conversant with the laws of any
jurisdiction other than those of the United States and the State of Indiana
and, therefore, this opinion is limited to the laws of those jurisdictions.
We consent to the filing of this opinion as an exhibit to the Registration
Statement filed under the Securities Act of 1933 relating to the Common
Shares.
Very truly yours,
/s/ BOSE McKINNEY & EVANS LLP
