Exhibit 5.0
Opinion Letter From Elias, Matz, Tiernan & Herrick L.L.P.
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
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TIMOTHY B. MATZ Telephone: (202) 347-0300 JEFFREY D. HAAS
Facsimile: (202) 347-2172
WWW.EMTH.COM
STEPHEN M. EGE KEVIN M. HOULIHAN
RAYMOND A. TIERNAN KENNETH B. TABACH
W. MICHAEL HERRICK PATRICIA J. WOHL
GERARD L. HAWKINS JEFFREY R. HOULE
NORMAN B. ANTIN
JOHN P. SOUKENIK*
GERALD F. HEUPEL, JR.
JEFFREY A. KOEPPEL ____________
DANIEL P. WEITZEL
PHILIP ROSS BEVAN
HUGH T. WILKINSON December 12, 1997 OF COUNSEL
ALLIN P. BAXTER
JACK I. ELIAS
SHERYL JONES ALU
*NOT ADMITTED IN D.C. VIA EDGAR
Board of Directors
Harrington Financial Group, Inc.
722 East Main Street, P.O. Box 968
Richmond, Indiana 47375
Re: Registration Statement on Form S-8
269,700 Shares of Common Stock
Gentlemen:
We are special counsel to Harrington Financial Group, Inc., an Indiana
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 269,700 shares of common
stock, par value $.125 per share ("Common Stock"), to be issued pursuant to the
Corporation's 1993 Stock Compensation Program and 1996 Stock Option Plan
(collectively, the "Plans") upon the exercise of stock options and, with respect
to the 1996 Stock Option Plan, stock appreciation rights (referred to as "Option
Rights"). The Registration Statement also registers an indeterminate number of
additional shares which may be necessary under the 1996 Stock Option Plan 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 Corporation to furnish
an opinion to be included as an exhibit to the Registration Statement.
Board of Directors
December 12, 1997
Page 2
For this purpose, we have reviewed the Registration Statement and
related Prospectuses, 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) the Option Rights are exercised in accordance with their terms and
the exercise price therefor is paid in accordance with the terms thereof; (iv)
no change occurs in applicable law or the pertinent facts; and (v) 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/ Norman B. Antin
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Norman B. Antin, a Partner