BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
Mr. Douglas M. Hultquist
September 8, 1999
Page 0
BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
Telephone (312) 984-3100
Facsimile (312) 984-3150
September 8, 1999
Quad City Holdings, Inc.
3551 7th Street
Moline, Illinois 61265
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Quad City Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of the Company's
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), registering the offer and sale
of up to 150,000 of the Company's common shares, $1.00 par value (the "Shares"),
pursuant to the Company's 1997 Stock Incentive Plan (the "Plan"). In so acting,
we have examined and relied upon the originals, or copies certified or otherwise
identified to our satisfaction, of such records, documents and other instruments
as in our judgment are necessary or appropriate to enable us to render the
opinion expressed below.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when the Registration Statement becomes effective and the
Shares have been issued in accordance with the Plan, the Shares will be validly
issued, fully paid and nonassessable.
With respect to the opinions expressed above, we are qualified to
practice law in the State of Illinois and express no opinion concerning any law
other than the laws of the State of Illinois, the General Corporation Law of the
State of Delaware and the laws of the United States of America.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In giving the
foregoing consents, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Act, or the rules and
regulations of the Commission promulgated thereunder.
This opinion is being furnished to you solely for your benefit in
connection with the transactions set forth above. It may not be relied upon by,
nor a copy of it delivered to any other party, without our prior written
consent. This opinion is based upon our knowledge of the law and facts as of the
date hereof, and we assume no duty to communicate with you with respect to any
matter that comes to our attention hereafter.
Very truly yours,
/s/ Barack Ferrazzano Kirschbaum
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BARACK FERRAZZANO KIRSCHBAUM
PERLMAN & NAGELBERG