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Thompson Coburn LLP
Attorneys at Law
One Firstar Plaza
St. Louis, Missouri 63101-1693
314-552-6000
FAX 314-552-7000
www.thompsoncoburn.com
November 17, 2000
Allegiant Bancorp, Inc.
2122 Kratky Road
St. Louis, Missouri 63114
Re: Amendment No. 1 on Form S-8 to Form S-4 - 94,457 Shares
of Allegiant Bancorp, Inc. common stock, $0.01 par value
Ladies and Gentlemen:
We refer you to the post-effective amendment on Form S-8 to Form
S-4 (File No. 333-44578) filed by Allegiant Bancorp, Inc. (the
"Company") on November 17, 2000 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, pertaining to the proposed issuance by the Company of up to
94,457 shares of its common stock, $0.01 par value (the "Shares"),
pursuant to the Equality Bancorp, Inc. 1993 Stock Option and Incentive
Plan and the Equality Bancorp, Inc. 1997 Stock Option and Incentive Plan
(collectively, the "Plans"), pursuant to the terms and conditions of the
Agreement and Plan of Merger, dated July 26, 2000, by and among the
Company, Allegiant Acquisition Corporation and Equality Bancorp, Inc.
(such transaction was consummated on November 15, 2000), all as provided
in the Registration Statement. In rendering the opinions set forth
herein, we have examined such corporate records of the Company, such
laws and such other information as we deemed relevant, including the
Company's Articles of Incorporation, as amended and restated, By-Laws,
resolutions adopted by the Company's Board of Directors, certificates
received from state officials and statements we received from officers
and representatives of the Company. In delivering this opinion, we
assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as certified, photostatic or conformed
copies, the authenticity of originals of all such latter documents, and
the correctness of statements submitted to us by officers and
representatives of the Company.
Based solely on the foregoing, we are of the opinion that the
Shares, when issued by the Company in accordance with the Plans, will be
legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Thompson Coburn LLP
