EXHIBIT 5(a) and 23(a)
Warner Norcross & Judd LLP
Attorneys at Law
900 Old Kent Building
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487
Telephone (616) 752-2000
Fax (616) 752-2500
February 24, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
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Re:
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Old Kent Financial Corporation
Registration Statement on Form S-8
Merchants Bancorp, Inc. Thrift Plan
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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
240,228 shares of the Company's common stock, $1 par value ("Common Stock")
to be issued under the Merchants Bancorp, Inc. Thrift Plan (the "Plan")
and Plan interests restated thereto.
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 and the Plan. We also have reviewed and assisted in preparing the
Registration Statement and the Plan. 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 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 are
of the further opinion that the provisions of the written documents constituting
the Plan comply with the requirements of the Employee Retirement Income Security
Act of 1974, as amended, pertaining to such provisions.
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 Plan.
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WARNER NORCROSS & JUDD LLP
By: /s/Gordon R. Lewis
Gordon R. Lewis
A Partner
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