EXHIBIT 5(a) and 23(a)
February 9, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
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Re: |
Old Kent Financial Corporation |
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Registration Statement on Form S-8 |
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Old Kent Financial Corporation |
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Stock Option Plan For Optionholders of |
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Merchants Bancorp, Inc. |
Dear Sir or Madam:
We represent
Old Kent Financial Corporation, a Michigan corporation (the "Company"), with
respect to the above-captioned registration statement on Form S-8 (the "Registration
Statement") filed pursuant to the Securities Act of 1933 (the "Act") to register
114,935 shares of the Company's common stock, $1 par value ("Common Stock").
As counsel for the Company, we are familiar with its Restated Articles of Incorporation and Bylaws and have reviewed the various proceedings taken by the Company to authorize the
issuance of the Common Stock to be sold pursuant to the Registration Statement. We also have reviewed and assisted in preparing the Registration Statement. In our review, we have assumed the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.
On the basis of the foregoing, we are of the opinion that, when the Registration Statement has become effective under the Act, any and all shares of Common Stock that are the
subject of the Registration Statement will, when issued upon exercise of stock options under the above-captioned plan according to their terms and payment of the purchase price therefore to the Company, be legally issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement on Form S-8 covering the Common Stock to be issued pursuant to the Old Kent Financial
Corporation Stock Option Plan For Optionholders of Merchants Bancorp, Inc.
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WARNER NORCROSS & JUDD LLP |
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By: /s/Gordon R. Lewis
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Gordon R. Lewis |
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A Partner |
