[Jenkens & Gilchrist Letterhead]
February 5, 2003
Board of Directors
Midland Capital Holdings Corp.
8929 South Harlem Avenue
Bridgeview, Illinois 60445
Re: Registration Statement on Form S-8
Gentlemen :
We have acted as counsel to Midland Capital Holdings Corp. a Delaware
corporation (the "Corporation"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about February 5, 2003, under
the Securities Act of 1933, as amended (the "Securities Act"), relating to
15,525 shares of the $0.01 par value common stock (the "Common Stock") of the
Corporation that may be offered through the 1993 Stock Option and Incentive Plan
(the "Plan").
You have requested the opinion of this firm with respect to certain legal
aspects of the proposed offering. In connection therewith, we have examined and
relied upon the original, or copies identified to our satisfaction, of (1) the
Certificate of Incorporation and the Bylaws of the Corporation; (2) minutes and
records of the corporate proceedings of the Corporation with respect to the
establishment of the Plan and related matters; (3) the Registration Statement
and exhibits thereto, including the Plan; and (4) such other documents and
instruments as we have deemed necessary for the expression of the opinions
herein contained. In making the foregoing examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to various questions of
fact material to this opinion, and as to the content and form of the Certificate
of Incorporation, the Bylaws, minutes, records, resolutions and other documents
or writings of the Corporation, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Corporation and upon documents, records and instruments furnished to us by
the Corporation, without independent verification of their accuracy.
Based upon our examination and consideration of, and reliance on, the
documents and other matters described above, we are of the opinion that the
Common Stock and interests in the Plan covered by the Registration Statement
will, when issued by the Plan, be duly and validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Jenkens & Gilchrist
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JENKENS & GILCHRIST,
Professional Corporation