EXHIBIT 5
[ KMZR Letterhead]
August 23, 2002
Northeast Indiana Bancorp, Inc.
648 N. Jefferson Street
Huntington, IN 46750-2101
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel for Northeast Indiana Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") for the
registration under the Securities Act of 1933, as amended (the "Act"), of a
total of 158,753 shares (the "Shares") of the Company's common stock, $.01 par
value per share (the "Common Stock"), which may be issued pursuant to the
Company's 2002 Omnibus Incentive Plan (the "Plan"). This opinion is being
furnished in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Act.
In connection with this opinion, we have examined and relied upon originals or
copies, certified or otherwise identified to our satisfaction, of the following:
1. The Registration Statement;
2. The Certificate of Incorporation of the Company;
3. The By-laws of the Company;
4. Records of proceedings and actions of the Board of Directors of the
Company relating to the Plan and the Registration Statement;
5. The Plan;
6. The form of specimen certificate representing the Common Stock; and
7. Such other instruments, documents, statements and records of the
Company and others as we have deemed relevant and necessary to examine
and rely upon for the purpose of this opinion.
In connection with this opinion, we have assumed the accuracy and completeness
of all documents and records that we have reviewed, the genuineness of all
signatures, the authenticity
of the documents submitted to us as originals and the conformity to authentic
original documents of all documents submitted to us as certified, conformed or
reproduced copies. We have further assumed that all natural persons involved in
the transactions contemplated by the Registration Statement (the "Offering")
have sufficient legal capacity to enter into and perform their respective
obligations and to carry out their roles in the Offering.
Based upon the foregoing, we are of the opinion that when certificates
representing the Shares in the form of the specimen certificate examined by us
have been manually signed by an authorized officer of the transfer agent and
registrar for the Common Stock or registered and issued electronically through
The Depository Trust Company, and when such Shares are issued and delivered by
the Company and paid for in accordance with the terms of the Plan, up to 158,753
Shares issuable under the Plan and covered by the Registration Statement will be
validly issued, fully paid and nonassessable securities of the Company.
Our opinion expressed above is limited to the General Corporation Law of the
State of Delaware, the applicable provisions of the Delaware Constitution and
the reported judicial decisions interpreting such laws, and we do not express
any opinion herein concerning any other laws. In addition, we express no opinion
herein concerning any statutes, ordinances, administrative decisions, rules or
regulations of any county, town, municipality or special political subdivision
(whether created or enabled through legislative action at the federal, state or
regional level). This opinion is given as of the date hereof and we assume no
obligation to advise you of changes that may hereafter be brought to our
attention. In connection therewith, we hereby consent to the use of this opinion
for filing as Exhibit 5 to the Registration Statement.
In giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
related rules and regulations thereunder.
Very truly yours,
/ s / KATTEN MUCHIN ZAVIS ROSENMAN
KATTEN MUCHIN ZAVIS ROSENMAN