Barack Ferrazzano Kirschbaum Perlman & Nagelberg
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
Telephone (312) 984-3100
Facsimile (312) 984-3193
Quad City Holdings, Inc.
2118 Middle Road
Bettendorf, Iowa 52722
Ladies and Gentlemen:
We have acted as special counsel to Quad City Holdings, Inc., a
Delaware corporation (the "Company"), in connection with the proposed offering
of 25,000 shares of its common stock, $1.00 par value ("Common Shares"),
issuable to Dain Bosworth Incorporated ("Dain Bosworth") pursuant to a warrant
dated October 13, 1993 (the "Warrant") and to be sold by Dain Bosworth in an
offering (the "Offering") pursuant to the Form S-3 Registration Statement to be
filed with the Securities and Exchange Commission (the "SEC") on June 16, 1997
(the "Registration Statement"). Capitalized terms used, but not defined, herein
shall have the meanings given such terms in the Registration Statement. You have
requested our opinion concerning certain matters in connection with the
Offering.
We have made such legal and factual investigation as we deemed
necessary for purposes of this opinion. In our investigation, we have assumed
the genuineness of all signatures, the proper execution of all documents
submitted to us as originals, the conformity to the original documents of all
documents submitted to us as copies and the authenticity of the originals of
such copies.
In arriving at the opinions expressed below, we have reviewed and
examined the following documents:
a. the Certificate of Incorporation of the Company filed with the
Secretary of the State of the State of Delaware on February 4,
1993, as amended and corrected, and the Company's Bylaws;
b. the Registration Statement, including the prospectus constituting
a part thereof (the "Prospectus");
c. Resolutions of the Board of Directors of the Company (the
"Board") relating to the Warrant; and
d. a form of share certificate representing the Common Shares
approved by the Board.
We call your attention to the fact that our firm only requires lawyers
to be qualified to practice law in the State of Illinois and, in rendering the
foregoing opinions, we express no opinion with respect to any laws relevant to
this opinion other than the Securities Act of 1933, as amended, and the rules
and regulations thereunder, the laws and regulations of the State of Illinois,
the General Corporation Law of the State of Delaware and United States federal
law.
Based upon the foregoing, but assuming no responsibility for the
accuracy or the completeness of the data supplied by the Company and subject to
the qualifications, assumptions and limitations set forth herein, it is our
opinion that:
1. The Company has been duly organized and is validly existing in good
standing under the laws of the State of Delaware and has due corporate authority
to carry on its business as it is presently conducted.
2. The Company is authorized to issue up to 2,500,000 Common Shares, of
which 1,437,824 Common Shares have been issued and are presently outstanding
prior to the Offering.
3. When the Registration Statement shall have been declared effective
by order of the SEC and the Common Shares to be sold thereunder shall have been
issued pursuant to the terms and conditions set forth in the Warrant, then such
Common Shares will be legally issued, fully paid and non-assessable.
We express no opinion with respect to any specific legal issues other
than those explicitly addressed herein. We assume no obligation to advise you of
any change in the foregoing subsequent to the date of this opinion (even though
the change may affect the legal conclusion stated in this opinion letter).
We hereby consent (i) to be named in the Registration Statement, and in
the Prospectus, as attorneys who will pass upon the legality of the Common
Shares to be sold thereunder and (ii) to the filing of this opinion as an
Exhibit to the Registration Statement.
Sincerely,
/s/ BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG