BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINIOS 60606
TELEPHONE: (312) 984-3100
FAX: (312) 984-3150
May 17, 1996
Standard Financial, Inc.
800 Burr Ridge Parkway
Burr Ridge, Illinois 60521
Ladies and Gentlemen:
We have acted as special counsel to Standard Financial, Inc., a Delaware
corporation (the "Company"), in connection with the proposed offering of
1,522,000 shares of its common stock, $0.01 par value ("Common Shares"),
pursuant to the Standard Financial, Inc. Stock Option Plan (the "Offering") as
described in the Form S-8 Registration Statement to be filed with the Securities
and Exchange Commission (the "SEC") on or about May 17, 1996 (the "Registration
Statement"). Capitalized terms used, but not defined, herein shall have the
meanings given such terms in the Registration Statement. You have requested our
opinion concerning certain matters in connection with the Offering.
We have made such legal and factual investigation as we deemed necessary
for purposes of this opinion. In our investigation, we have assumed the
genuineness of all signatures, the proper execution of all documents submitted
to us as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of such copies.
In arriving at the opinions expressed below, we have reviewed and examined
the following documents:
a. the Certificate of Incorporation of the Company filed with the
Secretary of State of the State of Delaware on March 9, 1994, as
amended, and the Company's Bylaws;
b. the Registration Statement, including the prospectus constituting a
part thereof (the "Prospectus");
c. Resolutions of the board of directors of the Company (the "Board")
relating to the Offering; and
d. a form of share certificate representing the Common Shares approved by
the Board.
Standard Financial, Inc.
May 15, 1996
Page 2
We call your attention to the fact that our firm only requires lawyers to
be qualified to practice law in the State of Illinois and, in rendering the
foregoing opinions, we express no opinion with respect to any laws relevant to
this opinion other than the Securities Act of 1933, as amended, and the rules
and regulations thereunder, the laws and regulations of the State of Illinois,
the General Corporation Law of the State of Delaware and United States federal
law.
Based upon the foregoing, but assuming no responsibility for the accuracy
or the completeness of the data supplied by the Company and subject to the
qualifications, assumptions and limitations set forth herein, it is our opinion
that:
1. The Company has been duly organized and is validly existing in good
standing under the laws of the State of Delaware and has due corporate authority
to carry on its business as it is presently conducted.
2. The Company is authorized to issue up to 25,000,000 Common Shares, of
which 16,697,441 Common Shares were issued and were outstanding as of April 30,
1996.
3. When the Registration Statement shall have been declared effective by
order of the SEC and the Common Shares to be sold thereunder shall have been
issued and sold upon the terms and conditions set forth in the Registration
Statement, then such Common Shares will be legally issued, fully paid and non-
assessable.
We express no opinion with respect to any specific legal issues other than
those explicitly addressed herein. We assume no obligation to advise you of any
change in the foregoing subsequent to the date of this letter (even though the
change may affect the legal conclusions stated in this letter).
We hereby consent (i) to be named in the Registration Statement, and in the
Prospectus, as attorneys who will pass upon the legality of the Common Shares to
be sold thereunder and (ii) to the filing of this opinion as an Exhibit to the
Registration Statement.
Sincerely,
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN