BLACKWELL SANDERS PEPER MARTIN LLP
2300 MAIN STREET, SUITE 1000, KANSAS CITY, MO 64108
P.O. BOX 419777, KANSAS CITY, MO 64141-6777
TEL: (816) 983-8000 FAX: (816) 983-8080
WEBSITE: www.bspmlaw.com
December 8, 2000
Matrix Bancorp, Inc.
1380 Lawrence Street
Suite 1400
Denver, Colorado 80204
Ladies and Gentlemen:
We refer to the Registration Statement of Matrix Bancorp, Inc., a Colorado
corporation (the "Company"), on Form S-8 to be filed with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933, as amended, $2,000,000 of Deferred Compensation Obligations which
represent unsecured obligations of the Company to pay deferred compensation in
accordance with the terms of the Matrix Bancorp, Inc. Executive Deferred
Compensation Plan (the "Plan").
We are familiar with the proceedings to date with respect to such proposed
sale and have examined such records, documents and matters of law and satisfied
ourselves as to such matters of fact as we have considered relevant for the
purposes of this opinion.
Based on the foregoing, it is our opinion that when issued in accordance
with the provisions of the Plan, the Deferred Compensation Obligations will be
valid and binding obligations of the Company, enforceable in accordance with
their terms, except as enforcement thereof may be limited by bankruptcy,
insolvency or other laws of general applicability relating to or affecting
enforcement of creditors' rights or by general equitable principles.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Blackwell Sanders Peper Martin LLP
