Exhibit 5.1
F. James Bradley Byron G. Riley Michael K. Denney Patrick M. Courtney Donald G. Thompson Kelly R. Baier Gregory J. Seyfer Dean A. Spina Joseph E. Schmall Bradley G. Hart William J. Neppl William T. McCartan Maureen G. Kenney Vernon P. Squires Timothy J. Hill Paul D. Burns | Michael J. Pugh Janice J. Kerkove Shannon P. Thompson Kevin C. Papp Laura C. Mueller David J. Zylstra Kimberly H. Blankenship Sarah E. Swartzendruber Tyler G. Olson Aimee H. Rhodes Joseph W. Younker Nikki J. Johnson
Counsel: Melissa Weets Anderson Boston, MA 1-800-353-2665 | |||
BRADLEY & RILEYPC | ||||
ATTORNEYSAND COUNSELORS | ||||
CEDARRAPIDSIOWACITY | ||||
WEBSITE ADDRESS: www.bradleyriley.com
E-MAIL ADDRESS: mdenney@bradleyriley.com
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November 22, 2005
United Fire & Casualty Company
118 Second Avenue SE
Cedar Rapids, Iowa 52407-3909
Ladies and Gentlemen:
We are acting as counsel to United Fire & Casualty Company, an Iowa corporation (the “Company”), in connection with in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), pursuant to the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the registration by the Company of an aggregate of 199,000 shares (the “Shares”) of the Company’s common stock, par value $3.33 1/3, 150,000 of which may be issued pursuant to the United Fire & Casualty Company Nonqualified Non-Employee Director Stock Option and Restricted Stock Plan (the “Plan”), and 49,000 of which may be issued pursuant to certain stock option agreements, as listed in the Registration Statement. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R., §§ 229.601(b)(5), in connection with the Registration Statement.
BRADLEY & RILEY PC
United Fire & Casualty Company
November 22, 2005
Page 2
In rendering this opinion, we have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion. Based upon the foregoing and subject to the qualifications and limitations stated herein, we are of the opinion that the Shares are duly authorized and, when issued and delivered pursuant to the terms of the Plan and the stock option agreements, against payment of the consideration therefor as provided in the Plan and in the stock option agreements, will be validly issued, fully paid, and nonassessable, provided that such consideration is at least equal to the par value of the Shares.
We express no opinion as to matters governed by any laws other than the laws of the State of Iowa and the reported judicial decisions interpreting such law, as currently in effect, and we express no opinion as to the effect, if any, that any other law may have on the opinion expressed herein.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under Item 5 of the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated under the Act.
Very truly yours
Bradley & Riley PC