Exhibit 5
October 26, 2000
Union Acceptance Corporation
250 N. Shadeland Avenue
Indianapolis, IN 46219
Ladies and Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Union Acceptance
Corporation (the "Corporation"), relating to the offer and sale of an additional
300,000 shares of the Class A Common Stock, without par value, of the
Corporation (the "Common Stock") under the Union Acceptance Corporation 1999
Incentive Stock Plan, as amended (the "Plan"). In connection with your request,
we have made such examination of the corporate records and proceedings of the
Corporation and considered such questions of law and taken such further action
as we deemed necessary or appropriate to enable us to render this opinion.
Based upon such examination, we are of the opinion that when the Common
Stock has been purchased and the purchase price therefor has been paid as
described in the Plan and when the Corporation has complied with the Securities
Act of 1933, as amended, and with the securities laws of the State of Indiana
and all other jurisdictions in which Common Stock is to be sold pursuant to the
exercise of stock options or stock appreciation rights granted under the Plan,
the Common Stock will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, however, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/Barnes & Thornburg
BARNES & THORNBURG
