Exhibit 5
4801 MAIN STREET, SUITE 1000
KANSAS CITY, MO 64112
(816) 983-8000
FAX (816) 983-8080
November 7, 2008
Blue Valley Ban Corp.
11935 Riley
Overland Park, KS 66225-6128
Ladies and Gentlemen:
As counsel for Blue Valley Ban Corp., a Kansas corporation (the
"Company"), we have been requested to render this opinion in connection with the
preparation and filing of a Registration Statement on Form S-1 (the
"Registration Statement") with the Securities and Exchange Commission for the
purposes of registering under the Securities Act of 1933, as amended,
nontransferable subscription rights to be issued to the Company's stockholders
as of November 10, 2008 (the "Subscription Rights") to purchase shares of the
Company's common stock, par value $1.00 per share (the "Common Stock"), and also
registering the Common Stock purchasable upon exercise of the Subscription
Rights.
In connection with the foregoing, we have examined such documents,
corporate records and other instruments as we have deemed necessary or
appropriate in connection with this opinion. Based upon the foregoing and
subject to compliance with the process set forth in the Registration Statement
for exercise of the Subscription Rights, we are of the opinion that the Common
Stock, when offered, sold and issued, will be validly issued, fully paid and
non-assessable.
We consent to the reference to our firm wherever it appears in the
Registration Statement or the prospectus constituting a part thereof and to the
filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Husch Blackwell Sanders LLP
Husch Blackwell Sanders LLP