Richmond Mutual Bancorporation, Inc.
Ladies and Gentlemen:
We have acted as special counsel to Richmond Mutual Bancorporation, Inc., a Maryland corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “Registration Statement”), relating to 1,893,727 shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), to be offered pursuant to the Richmond Mutual Bancorporation, Inc. 2020 Equity Incentive Plan (the “Plan”). The Registration Statement also registers an indeterminate number of additional shares which may be issuable as a result of a stock split, stock dividend or similar transaction. We have been requested by the Company to furnish this opinion to be included as an exhibit to the Registration Statement.
In connection with our opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Plan, the Registration Statement, the Company’s charter and bylaws, resolutions of the Company’s Board of Directors and committees thereof, and such other documents and corporate records as we have deemed appropriate for the purpose of rendering this opinion. We have assumed without investigation the genuineness of all signatures, the legal capacity of natural persons, the authenticity, accuracy and completeness of all documents submitted to us as originals, the conformity to authentic and complete original documents of all documents submitted to us as certified, conformed, electronic or photostatic copies and the authenticity, accuracy and completeness of the originals of such copies. We have further assumed the accuracy of certifications of public officials, government agencies and departments, corporate officers, and individuals and statements of fact, on which we are relying, and have made no independent investigations thereof.
For purposes of this opinion, we have also assumed that (i) the shares of Common Stock issuable pursuant to awards under the Plan will continue to be validly authorized on the dates the Common Stock is issued pursuant to the Plan; (ii) on the dates the stock options issued under the Plan are exercised and the share awards vest, the stock options and the share awards will constitute valid, legal and binding obligations of the Company and will be enforceable as to the Company in accordance with their terms (subject to applicable bankruptcy, moratorium, insolvency, reorganization and other laws and legal principles affecting the enforceability of creditors’ rights generally); (iii) the stock options are exercised in accordance with their terms and the Plan and the exercise price therefor is paid in accordance with the terms thereof; (iv) no change occurs in applicable law or the pertinent facts; and (v) the provisions of “blue sky” and other securities laws as may be applicable will have been complied with to the extent required.
Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, it is our opinion as of the date hereof that the shares of Common Stock being so registered will be, when and if issued, sold and paid for in accordance with and as contemplated by the Plan, validly issued, fully paid and non-assessable.
