January 13, 1994
Board of Directors
First Financial Corporation
1305 Main Street
Stevens Point, Wisconsin 54481
Gentlemen:
This firm has acted as counsel to First Financial
Corporation (the "Company") in connection with its registration
statement on Form S-4 (Registration No. 33-51487, and hereinafter
referred to as the "Registration Statement") relating to the
issuance of up to 1,300,000 shares of Company common stock, par
value $1.00 per share (the "Shares"), in connection with the
Company's proposed acquisition of NorthLand Bank of Wisconsin,
S.S.B. (the "Acquisition"). This letter is furnished to you
pursuant to the requirements of Item 601(b)(5) of Regulation S-K,
17 C.F.R. 2298.601(b)(5), in connection with such registration.
Unless otherwise defined herein, capitalized terms used in this
letter shall have the meanings as set forth in the Registration
Statement.
For purposes of this letter, we have examined copies of
the following documents:
1. The Registration Statement.
2. The Merger Agreement.
3. The Articles of Incorporation of the Company, as
amended, as certified on January 13, 1994 by the
Secretary of the Company as then being true and
complete.
4. The Bylaws of the Company, as amended, as
certified on January 13, 1994 by the Secretary of
the Company as then being true and complete.
5. Resolutions of the Board of Directors of the
Company adopted by unanimous consent as of
September 15, 1993 and January 13, 1994, relating
to the Acquisition and issuance of the Shares, as
certified by the Secretatry of the Company on
January 13, 1994 as then being in full force and
in effect.
We have not for purposes of this opinion letter, except
as specifically mentioned herein, made any independent review or
investigation of the organization, existence, good standing,
assets, business or affairs of the Company, or of any other
matters. In our examinaton of the aforesaid documents, we have
assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, and the authenticity
and conformity with the original documents of all documents
submitted to us as certified, telecopied, photostatic, or
reproduced copies.
We have not for purposes of this opinion letter, except
as specifically identified herein, been retained or engaged to
perform, nor have we performed, any independent review or
investigation of any statutes, ordinances, laws, regulations,
agreements, contracts, instruments, or corporate records to which
the Company, or any subsidiary of the Company, may be a party or
may be subject. This opinion letter is given in the context of
the foregoing.
This opinion letter is based as to matters of law
solely on the Wisconsin business corporation law, and we express
no opinion as to any other laws, statutes, regulations, or
ordinances, including without limitations any federal or state
tax or securities laws or regulations. We note that our firm
only requires lawyers in the United States to be qualified to
practice law in the District of Columbia, Virginia, Maryland or
Colorado.
Nothing herein shall be construed to cause us to be
considered "experts" within the meaning of Section 11 of the
Securities Act of 1933, as amended.
Based upon, subject to, and limited by the foregoing,
we are of the opinion that, when issued and delivered in the
manner and on the terms described in the Registration Statement,
the Shares will be legally issued, fully paid and non-assessable,
subject to Section 180.0622 of the Wisconsin business corporation
law (including judicial interpretations thereof).
We assume no obligation to advise you of any changes in
the foregoing subsequent to the delivery of this opinion. This
opinion has been prepared solely for your use in connection with
the filing of Pre-Effective Amendment No. 1 to the Registration
Statement on the date of this letter. We hereby consent to the
filing of this opinion on January 13, 1994 as Exhibit 5 to Pre-
Effective Amendment No. 1 to the Registration Statement.
Very truly yours,
Hogan & Hartson