EXHIBIT 5
<PAGE>
July 19, 2000
Board of Directors
IBERIABANK Corporation
1101 E. Admiral Doyle Drive
New Iberia, Louisiana 70560-6301
Re: IBERIABANK Corporation Supplemental Stock Option Plan
Registration Statement on Form S-8
Dear Board Members:
We have acted as special counsel to IBERIABANK Corporation (formerly, ISB
Financial Corporation), a Louisiana corporation (the "Company"), in connection
with the preparation of the Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to 24,999 shares of common stock,
par value $1.00 per share (the "Common Stock") of the Company which may be
issued pursuant to the IBERIABANK Corporation Supplemental Stock Option Plan
(the "Plan"), all as more fully described in the Registration Statement. You
have requested the opinion of this firm with respect to certain legal aspects of
the proposed offering.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to and in accordance with the
terms of the Plan will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to reference to our firm included under
the caption "Legal Opinion" in the Prospectus which is part of the Registration
Statement.
Very truly yours,
/s/ KUTAK ROCK LLP
KUTAK ROCK LLP
