- -------------------------------------------------------------------------------
100 East Wisconsin Avenue Offices in:
Milwaukee, Wisconsin 53202-4108 Madison, Wisconsin
FAX (414) 277-0656 Manitowoc, Wisconsin
Telephone (414) 271-6560 Chicago, Illinois
(Michael Best & Friedrich LLC)
Member: Lex Mundi,
A Global Network of more than
150 Independent Firms
www.mbf-law.com
June 5, 2000
Old Second Bancorp, Inc.
37 South River Street
Aurora, Illinois 60506
RE: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Gentlemen:
You have requested our opinion as to the legality of shares of common stock
of Old Second Bancorp, Inc. (the "Company") and the related participation
interests offered pursuant to the Old Second Bancorp, Inc. Employees 401(k)
Savings Plan and Trust (the "Plan") which are being registered with the
Securities and Exchange Commission pursuant to a Registration Statement on Form
S-8 (the "Form S-8"). The Form S-8 relates to up to 60,000 shares of common
stock, $1.00 par value per share (the "Shares"), of the Company, and the related
participation interests under the Plan ("Interests"). As your counsel, we have
examined such records and other documents as we deemed necessary for the
purposes of this opinion and considered such questions of law as we believe to
be involved. Based upon such examination and consideration, it is our opinion
that the Shares and Interests will, when issued in accordance with the
provisions of the Plan, be legally issued and will be valid and binding upon the
Company and the Plan, respectively.
We give our consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 and the use of our name in connection
therewith.
Very truly yours,
MICHAEL BEST & FRIEDRICH LLP