Exhibit 5
January 12, 2001
Board of Directors
Fidelity Federal Bancorp
18 NW Fourth Street
Evansville, Indiana 47708
Re: Issuance of Shares of Common Stock of Fidelity Federal Bancorp in
connection with Rights Offering
Gentlemen:
We have represented Fidelity Federal Bancorp ("Company"), Evansville,
Indiana, as special counsel in connection with the preparation and filing with
the Securities and Exchange Commission of a Registration Statement on Form S-3
("Registration Statement") dated as of the date of this letter for the purpose
of registering shares of the Company's common stock under the Securities Act of
1933, as amended ("Shares"). The Shares are to be issued pursuant to the terms
and conditions of the rights offering ("Rights Offering") of the Company, as set
forth and described in the Registration Statement. In connection with this
opinion, we have reviewed and are familiar with Company's Articles of
Incorporation and By-Laws and such other records, documents and information as
we have in our judgment deemed relevant.
Based upon the foregoing, it is our opinion that if and when sold
pursuant to the terms and conditions of the Rights Offering as set forth in the
Registration Statement, the Shares will, when issued in accordance with and
pursuant to the terms of the Rights Offering, be legally issued, fully paid and
non-assessable. This opinion is limited to the matters stated herein, and no
opinion is to be implied or may be inferred beyond the matters expressly stated.
This opinion is addressed to you and is solely for your use in
connection with the Registration Statement, and we assume no professional
responsibility to any other person whatsoever. Accordingly, the opinion
expressed herein is not to be relied upon, utilized or quoted by or delivered or
disclosed to, in whole or in part, any other person, corporation, entity or
governmental authority without, in each instance, the prior written consent of
this firm.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference made to us in the Registration
Statement and the Prospectus forming a part thereof under the caption "Legal
Opinions". In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
KRIEG DEVAULT ALEXANDER & CAPEHART, LLP
