Exhibit 5.1
BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERGLLP
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
TELEPHONE: (312) 984-3100
FAX: (312) 984-3193
September 1, 2006
BankFinancial Corporation
15W060 North Frontage Road
Burr Ridge, Illinois 60527
Ladies and Gentlemen:
We have acted as special counsel to BankFinancial Corporation, a Maryland corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended, by the Company of an aggregate of 3,425,275 shares of common stock, par value $0.01 per share (the “Shares”), and the related preparation and filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”). In rendering the opinion set forth below, we do not express any opinion concerning law other than the federal securities laws and the corporate law of the State of Maryland.
We have examined originals or copies, certified or otherwise identified, of such documents, corporate records and other instruments, and have examined such matters of law, as we have deemed necessary or advisable for purposes of rendering the opinion set forth below. As to matters of fact, we have examined and relied upon the representations of the Company contained in the Registration Statement and, where we have deemed appropriate, representations or certificates of officers of the Company or public officials. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents submitted to us as copies. In making our examination of any documents, we have assumed that all parties had the corporate power and authority to enter into and perform all obligations thereunder, and, as to such parties, we have also assumed the due authorization by all requisite action, the due execution and delivery of such documents and the validity and binding effect and enforceability thereof.
Based on the foregoing, we are of the opinion that the Shares to be issued and sold by the Company have been duly authorized and, when issued as contemplated in the Registration Statement and the BankFinancial Corporation 2006 Equity Incentive Plan, will be validly issued and outstanding, fully paid and non-assessable.
Very truly yours, |
/s/ Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP |
| BARACK FERRAZZANO KIRSCHBAUM |
| PERLMAN & NAGELBERG LLP |
