Exhibit 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Timothy B. Matz Telephone: (202) 347-0300 Jeffrey D. Haas
Stephan M. Ege Facsimile: (202) 347-2172 Kevin M. Houlihan
Raymond A. Tiernan Kenneth B. Tabach
W. Michael Herrick Patricia J. Wohl*
Gerald L. Hawkins Jeffrey R. Houle
Norman B. Antin Jeffrey R. Johnson
John P. Soukenik* Scott H. Richter*
Gerald F. Heupel, Jr.
Jeffrey A. Koeppel -------------
Daniel P. Weitzel
Philip Ross Bevan OF COUNSEL
Hugh T. Wilkinson January 27, 1997
Allin P. Baxter
Jack I. Elias
Sheryl Jones Alu
*NOT ADMITTED IN D.C. VIA EDGAR Jacqueline R. Scott
Board of Directors
Bank West Financial Corporation
2185 Three Mile Road N.W.
Grand Rapids, Michigan 49544
Re: Registration Statement on Form S-8
231,437 Shares of Common Stock
Gentlemen:
We are special counsel to Bank West Financial Corporation, a Michigan
corporation (the "Corporation"), in connection with the preparation and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration of up to 231,437 shares of common
stock, par value $.01 per share ("Common Stock"), to be issued pursuant to the
Corporation's 1995 Key Employee Stock Compensation Program and 1995 Directors'
Stock Option Plan (collectively, the "Plans") upon the exercise of stock options
and/or appreciation rights (referred to as "Option Rights"). The Registration
Statement also registers an indeterminate number of additional shares which may
be necessary under the Plans to adjust the number of shares reserved thereby for
issuance as the result of a stock split, stock dividend or similar adjustment of
the outstanding Common Stock of the Corporation. We have been requested by the
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Board of Directors
January 27, 1997
Page 2
Corporation to furnish an opinion to be included as an exhibit to the
Registration Statement.
For this purpose, we have reviewed the Registration Statement and
related Prospectus, the Amended and Restated Articles of Incorporation and
Bylaws of the Corporation, the Plans, a specimen stock certificate evidencing
the Common Stock of the Corporation and such other corporate records and
documents as we have deemed appropriate. We are relying upon the originals, or
copies certified or otherwise identified to our satisfaction, of the corporate
records of the Corporation and such other instruments, certificates and
representations of public officials, officers and representatives of the
Corporation as we have deemed relevant as a basis for this opinion. In addition,
we have assumed, without independent verification, the genuineness of all
signatures and the authenticity of all documents furnished to us and the
conformance in all respects of copies to originals. Furthermore, we have made
such factual inquiries and reviewed such laws as we determined to be relevant
for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Option Rights granted under the terms of
the Plans will continue to be validly authorized on the dates the Common Stock
is issued pursuant to the Option Rights; (ii) on the dates the Option Rights are
exercised, the Option Rights granted under the terms of the Plans will
constitute valid, legal and binding obligations of the Corporation and will
(subject to applicable bankruptcy, moratorium, insolvency, reorganization and
other laws and legal principles affecting the enforceability of creditors'
rights generally) be enforceable as to the Corporation in accordance with their
terms; (iii) no change occurs in applicable law or the pertinent facts; and (iv)
the provisions of "blue sky" and other securities laws as may be applicable will
have been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth
herein, we are of the opinion as of the date hereof that the shares of Common
Stock to be issued pursuant to the Plans, when issued and sold pursuant to the
Plans and upon receipt of the consideration required thereby, will be legally
issued, fully paid and non-assessable shares of Common Stock of the Corporation.
We hereby consent to the reference to this firm under the caption
"Legal Opinion" in the Prospectuses for the two Plans and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Gerald F. Heupel, Jr.
-------------------------
Gerald F. Heupel, Jr., a Partner
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