EXHIBIT 5.1
VEDDER PRICE VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601-1003
312-609-7500
FACSIMILE: 312-609-5005
A PARTNERSHIP INCLUDING VEDDER, PRICE,
KAUFMAN & KAMMHOLZ, P.C.
WITH OFFICES IN CHICAGO AND NEW YORK CITY
July 7, 2000
MAF Bancorp, Inc.
55th Street & Holmes Avenue
Clarendon Hills, Illinois 60514
Gentlemen:
Reference is hereby made to the Registration Statement on Form S-8 (the
"Registration Statement") being filed by MAF Bancorp, Inc., a Delaware
corporation (the "Company"), relating to the registration of 300,000 shares of
the Company's common stock, par value $.01 per share (the "Common Stock"),
reserved for issuance pursuant to the exercise of options granted under the MAF
Bancorp, Inc. 2000 Stock Option Plan (the "Plan"). We have acted as counsel for
the Company in connection with the Registration Statement.
In connection with our opinion, we have examined originals, or copies,
certified or otherwise identified to our satisfaction, of the Registration
Statement, the Certificate of Incorporation of the Company, as amended, the
Bylaws of the Company, as amended, the MAF Bancorp, Inc. 2000 Stock Option Plan,
as well as such other corporate records, documents and other papers as we deemed
necessary to examine for purposes of this opinion. We have assumed the
authenticity, accuracy and completeness of all documents submitted to us as
originals, the conformity to authentic original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
genuineness of all signatures.
Based upon the foregoing, it is our opinion that such shares of Common
Stock, when issued upon payment of the exercise price of options granted in
accordance with the terms of such Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion in connection with said
Registration Statement and to the references to our firm therein.
Very truly yours,
/s/ VEDDER PRICE, KAUFMAN & KAMMHOLZ
9
