EXHIBIT 5
[OBJECT OMITTED]
July 11, 2000
Board of Directors
Indian River Banking Company
958 20th Place
Vero Beach, Florida 32960
Re: Registration Statement on Form SB-2
Gentlemen:
As counsel to Indian River Banking Company (the "Company") we have
participated in the preparation of the Company's Registration Statement on Form
SB-2 filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, relating to the proposed public offering,
through the efforts of certain directors and officers of CommerceFirst, of up to
300,000 shares of the Company's common stock (the "Shares").
As counsel to the Company, we have examined such corporate records,
certificates and other documents of the Company, and made such examinations of
law and inquiries of such officers of the Company, as we have deemed necessary
or appropriate for purposes of this opinion. Based upon such examinations we are
of the opinion that the Shares have been duly authorized by the Board of
Directors of the Company, and when sold in the manner set forth in the
Registration Statement, will be duly authorized, validly issued, fully paid and
non-assessable shares of the common stock of the Company .
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement on Form SB-2 filed by the Company and the reference to
our firm contained therein under "Legal Matters."
Sincerely,
/s/ Kennedy, Baris & Lundy
