STITES & HARBISON, PLLC
400 West Market Street, Suite 1800
Louisville, Kentucky 40202-3352
Telephone: (502) 587-3400
Facsimile: (502) 587-6391
May 9, 2001
S.Y. Bancorp, Inc.
1040 East Main Street
Louisville, Kentucky 40206
S.Y. Bancorp Capital Trust I
1040 East Main Street
Louisville, Kentucky 40206
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel for S.Y. Bancorp, Inc., a Kentucky corporation
(the "Company"), and S.Y. Bancorp Capital Trust I, a statutory business trust
created under the laws of Delaware (the "Trust"), in connection with the
preparation and filing of a Registration Statement on Form S-3 (the
"Registration Statement"), filed with the Securities and Exchange Commission
(the "Commission") on May 9, 2001, under the Securities Act of 1933, as amended
(the "Act"), for the purpose of registering up to 2,000,000 Cumulative Trust
Preferred Securities (the "Preferred Securities") to be issued by the Trust, and
with respect to the Guarantee and the Subordinated Debentures to be issued by
the Company to the Trust in connection with such issuance of the Preferred
Securities.
In rendering this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Certificate of
Trust of the Trust dated as of May 3, 2001; (ii) the form of Amended and
Restated Trust Agreement of the Trust; (iii) the form of Preferred Securities
Certificate of the Trust; (iv) the form of Preferred Securities Guarantee
Agreement for the Trust; (v) the form of Subordinated Debenture; and (vi) the
form of Indenture for the Subordinated Debentures, all in the forms filed as
exhibits to the Registration Statement. We have also examined originals or
copies, certified or otherwise identified to our satisfaction, of such other
documents, certificates and records as we have deemed necessary or appropriate
for purposes of rendering the opinions set forth herein.
May 9, 2001
Page 2
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents executed by parties other than the Company or the Trust, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and that such documents constitute valid and binding
obligations of such parties. In addition, we have assumed that the Amended and
Restated Trust Agreement of the Trust, the Preferred Securities Certificate of
the Trust, the Guarantee Agreement, the Subordinated Debentures and the
Indenture will be executed in substantially the form reviewed by us and that the
terms of the Subordinated Debentures, when established in conformity with the
Indenture, will not violate any applicable law. As to any facts material to the
opinions expressed herein which were not independently established or verified,
we have relied upon factual statements and factual representations of officers,
trustees and other representatives of the Company and the Trust, and others.
We hereby confirm that the statements contained under the heading
"Federal Income Tax Consequences" in the Prospectus for the offering of the
Preferred Securities filed as part of the Registration Statement (the
"Prospectus"), insofar as such statements constitute matters of law or legal
conclusions, as qualified therein, are our opinion and that such statements are
true, correct and complete in all material respects. Although such statements
constituting matters of law or legal conclusions do not purport to discuss all
possible United States federal income tax consequences of the purchase,
ownership and disposition of the Preferred Securities, it is our opinion that
such statements are, in all material respects, a fair and accurate summary of
the United States federal income tax consequences of the purchase, ownership and
disposition of the Preferred Securities, based upon current law as they relate
to holders described therein. It is possible that contrary positions with regard
to the purchase, ownership and disposition of the Preferred Securities may be
taken by the Internal Revenue Service and that a court may agree with such
contrary positions.
Additionally, based upon the facts, assumptions and representations set
forth or referred to herein, and the accuracy of such facts, assumptions and
representations as of the date hereof, and assuming full compliance with the
terms of the Amended and Restated Trust Agreement of the Trust and the
Indenture, it is our opinion that the Trust will be classified for United States
federal income tax purposes as a grantor trust and not as an association taxable
as a corporation. Accordingly, each beneficial owner of the Preferred Securities
will be treated as owning an undivided beneficial interest in the Subordinated
Debentures.
The opinions expressed in this letter are based on the Internal Revenue
Code of 1986, as amended, the Income Tax Regulations promulgated by the Treasury
Department thereunder and judicial authorities reported as of the date hereof.
We have also considered the position of the Internal Revenue Service (the
"Service") reflected in published and private rulings. Although we
May 9, 2001
Page 3
are not aware of any pending changes to these authorities that would alter our
opinions, there can be no assurances that future legislation or administrative
changes, court decisions or Service interpretations will not significantly
modify the statements or opinions expressed herein.
Our opinion is being furnished in connection with the filing of the
Registration Statement and is limited to the federal income tax issues
specifically considered herein. It is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our written consent. We do
not express any opinion as to any other United States federal income tax issues
or any state or local or foreign tax issues. Although the opinions expressed
herein are based upon our best interpretation of existing sources of law and
represent what we believe a court would properly conclude if presented with
these issues, no assurance can be given that such interpretations would be
followed if they were to become the subject of judicial or administrative
proceedings.
We hereby consent to the use of our name under the caption "Federal
Income Tax Consequences" in the Prospectus and the filing of this opinion with
the Commission as an exhibit to the Registration Statement. In giving this
consent, we do not hereby concede that we are 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 expressed
as of the date hereof and applies only to the disclosures set forth in the
Prospectus and the Registration Statement. We disclaim any undertaking to advise
you of any subsequent changes of the facts stated or assumed herein or any
subsequent changes in applicable law.
Very truly yours,
/s/ Stites & Harbison, PLLC
STITES & HARBISON, PLLC