EXHIBIT 5.1
WARNER NORCROSS & JUDD LLP
Attorneys At Law
900 Old Kent Building
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2489
Telephone: (616) 752-2000
Fax: (616) 752-2500
December 23, 1999
Old Kent Financial Corporation
111 Lyon Street N.W.
Grand Rapids, Michigan 49503
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Re: |
Old Kent Financial Corporation |
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Registration Statement on Form S-4 |
Gentlemen:
We are counsel to Old Kent Financial Corporation ("Old Kent") in connection
with the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of shares of Old Kent common stock, $1.00 par value
("Common Stock"), Series D Perpetual Preferred Stock, $1,000 stated value
("Series D Preferred Stock"), and Series E Perpetual Preferred Stock, $1,000
stated value ("Series E Preferred Stock") (collectively, the "Capital Stock")
pursuant to a registration statement on Form S-4 (the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") on
or about the date of this letter.
We are familiar with the proceedings taken by Old Kent in connection with
the authorization of up to 10,048,221 shares of Common Stock, 7,250 shares
of Series D Preferred Stock, and 2,000 shares of Series E Preferred Stock
to be issued to the stockholders of Grand Premier Financial, Inc. We have
examined such documents, records, and matters of law as we have deemed
necessary for purposes of this opinion. In our examination, 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.
Based upon the foregoing, we are of the opinion that the Capital Stock
will be, when duly registered under the Securities Act and issued and delivered
as described in the Registration Statement, legally issued, fully paid,
and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to our firm in the Registration Statement.
This opinion is rendered for the purposes of Item 21 of Form S-4 and Item
601 of Regulation S-K, may be relied upon only by you and the Commission,
and may not be used, quoted, or referred to or filed for any other purpose
without our prior written permission.
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WARNER NORCROSS & JUDD LLP
By: /s/ Gordon R. Lewis
Gordon R. Lewis, Partner |
