<PAGE>
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
December 22, 2000
PrivateBancorp, Inc. PrivateBancorp Capital Trust I
Ten North Dearborn Street Ten North Dearborn Street
Chicago, Illinios 60602 Chicago, Illinois 60602
Re: Registration Statement on Form S-1
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to PrivateBancorp, Inc., a Delaware corporation
(the "Company"), and PrivateBancorp Capital Trust I, a statutory business trust
created under the laws of Delaware (the "Capital Trust"), in connection with the
filing of a Registration Statement on Form S-1 with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") (the "Registration Statement"), for the purpose of registering the Trust
Preferred Securities to be issued by Capital Trust and the Guarantee and the
Junior Subordinated Debentures to be issued by the Company to Capital Trust in
connection with the issuance of the Trust Preferred Securities. All capitalized
terms not otherwise defined herein have the meanings set forth in the
Registration Statement.
In rendering this opinion, we have reviewed: (i) the form of Amended and
Restated Trust Agreement to be entered into by and among the Company, the
Delaware Trustee, the Property Trustee and the Administrative Trustees (the
"Trust Agreement"), pursuant to which the Preferred Securities are to be issued;
(ii) the form of Indenture to be entered into by and between the Company and the
Trustee (the "Indenture") which will govern the Junior Subordinated Debentures
to be issued by the Company; and (iii) the form of Preferred Securities
Guarantee Agreement to be entered into by and between the Company and the
Guarantee Trustee (the "Guarantee Agreement"), pursuant to which the Company
will guarantee certain obligations of the Trust with respect to the Preferred
Securities.
<PAGE>
PrivateBancorp, Inc.
PrivateBancorp Capital Trust I
December 22, 2000
Page 2
In so acting, we have also examined and relied upon the originals, or
copies certified or otherwise identified to our satisfaction, of such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed as follows:
Based upon the foregoing, we are of the following opinions:
1. The execution and delivery by the Company of each of the Trust
Agreement, the Indenture and the Guarantee Agreement has been duly and validly
authorized.
2. The Junior Subordinated Debentures to be issued by the Company to
Capital Trust will, when issued in accordance with the terms of the Indenture as
described in the Registration Statement at the time it becomes effective,
constitute valid and binding obligations of the Company.
3. The Guarantee Agreement when provided by the Company in accordance
with the terms stated in the Registration Statement at the time it becomes
effective and upon issuance of the Preferred Securities in accordance with the
terms described in the Registration Statement, will constitute a valid and
binding obligation of the Company.
In rendering the foregoing opinion, we have relied to the extent we deem
appropriate on the opinion of Richards, Layton & Finger, special counsel to
Capital Trust and the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the use of our name under the caption "Legal Matters"
in the Prospectus. In giving such consent, we do not hereby concede that we are
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ VEDDER, PRICE, KAUFMAN & KAMMHOLZ
