Exhibit 5
March 30, 2001
River Valley Bancorp
303 Clifty Drive
P.O. Box 626
Madison, IN 47250
Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of River Valley Bancorp
(the "Corporation"), relating to the offer and sale of 7,000 shares of the
Common Stock, without par value, of the Corporation under the River Valley
Bancorp Director Stock Option Plan approved by the Corporation's Board of
Directors in September, 2000 (the "Plan"). In connection with your request, we
have made such examination of the corporate records and proceedings of the
Corporation and considered such questions of law and taken such further action
as we deemed necessary or appropriate to enable us to render this opinion.
Based upon such examination, we are of the opinion that when the Common
Stock has been purchased and the purchase price therefor has been paid as
contemplated by the Plan and as described in the Registration Statement, as the
same may be amended, and when the Corporation has complied with the Securities
Act of 1933, as amended, and with the securities laws of the State of Indiana
and all other jurisdictions in which the Common Stock is to be sold pursuant to
the exercise of stock options granted under the Plan, the Common Stock will be
legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, however, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Barnes & Thornburg
BARNES & THORNBURG