Christopher J. Zinski
Direct Dial: (312) 258-5548
EXHIBIT 5
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June 24, 1997
Board of Directors
Midwest Federal Financial Corp.
1159 Eighth Street
Baraboo, Wisconsin 53913-0450
Re: Midwest Federal Financial Corp. -- Registration of 160,000
Shares of Common Stock, Par Value $0.01 Per Share, on Form S-8
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Gentlemen:
We have acted as special counsel to Midwest Federal
Financial Corp., a Wisconsin corporation (the "Company"), in
connection with the Company's filing of a Registration Statement on
Form S-8 (the "Registration Statement") relating to the offer and sale
by the Company of 160,000 shares of Common Stock of the Company, par
value $0.01 per share (the "Shares"), pursuant to the Midwest Federal
Financial Corp. 1997 Nonqualified Stock Option Plan (the "Plan"), as
more fully described in the Registration Statement.
In this connection, we have examined such corporate records,
certificates and other documents and have made such other factual and
legal investigations as we have deemed necessary or appropriate for
purposes of this opinion.
Based upon the foregoing, we are of the opinion that the
Shares have been duly authorized and, upon issuance and payment
therefor in the manner and upon the terms contemplated in the
Registration Statement and the Plan, will be legally issued, fully
paid and nonassessable (except with respect to assessability in
connection with certain debts of the Company owing to employees for
services performed for the Company, as provided in Section
180.0622(2)(b) of the Wisconsin Business Corporation Law).
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Christopher J. Zinski
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Christopher J. Zinski
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