Exhibit 5
[Letterhead of Wyatt, Tarrant & Combs, LLP]
July 1, 2005
Board of Directors
UTG, Inc.
5250 South Sixth Street Road
P.O. Box 5147
Springfield, Illinois 62703
Gentlemen:
We have acted as counsel to UTG, Inc., a Delaware corporation (the
"Company"), in connection with the Post-Effective Amendment No. 1 ("Amendment")
to the Registration Statement on Form S-8 (the "Registration Statement") being
filed by the Company with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Act"), to register 400,000 shares (the
"Shares") of the Company's common stock, $.01 par value, issuable under the
United Trust Group, Inc. Employee and Director Stock Purchase Plan (the "Plan").
We have examined and are familiar with the Company, its organization and
proceedings related thereto. We have also examined such other documents and
procedures as we have considered necessary for the purpose of this opinion.
We have assumed, for purposes of this opinion, that the Shares will be
validly authorized on the respective dates of issuance of the Shares under the
Plan, and that, on the dates of issuance of the Shares under the Plan, the
obligations of the Company under the Plan will constitute the legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms.
Based upon the foregoing and subject to the qualifications hereinafter set
forth, we are of the opinion that the Shares are duly authorized and, when
issued and sold in accordance with the Registration Statement, as amended, the
prospectus delivered to participants in the Plan pursuant to the requirements of
the Act, the pertinent provisions of any applicable state securities laws and
the Plan, will be duly and validly issued, fully paid and nonassessable.
We are members of the Bar of the Commonwealth of Kentucky and we do not
purport to be experts on or express any opinion herein concerning any law other
than the laws of the Commonwealth of Kentucky, the corporate laws of the State
of Delaware and the federal laws of the United States, and the opinions given
hereunder are limited thereto. Although we are not licensed to practice law in
the State of Delaware, we believe we are sufficiently familiar with Delaware
corporate law to render the opinions expressed herein.
Our opinion is directed to the Board of Directors of the Company and may
not be relied upon by any persons other than said directors, recipients of the
prospectus and participants in the Plan. We expressly disclaim any
responsibility for advising you of any change hereafter occurring in
circumstances touching or concerning the transaction which is the subject of
this opinion, including any changes in the law or in factual matters occurring
subsequent to the date of this opinion.
We hereby consent to the filing of this opinion, or copies thereof, as an
Exhibit to the Amendment. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Sincerely,
WYATT, TARRANT & COMBS, LLP
/s/ WYATT, TARRANT & COMBS, LLP
