January 6, 1999
Board of Directors
FFW Corporation
1205 North Cass Street
Wabash, Indiana 44692
Members of the Board:
We have acted as counsel to FFW Corporation (the "Company") in connection
with the preparation and filing with the Securities and Exchange Commission of a
registration statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") relating to 142,000 shares of the Company's common
stock, par value $0.01 per share (the "Common Stock"), to be offered pursuant to
the 1998 Omnibus Incentive Plan of the Company (the "Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan, the Registration
Statement, the Company's Certificate of Incorporation, Bylaws, resolutions of
its Board of Directors and such other documents and corporate records as we deem
appropriate for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been duly authorized.
2. The shares of Common Stock to be offered by the Company will be, when and if
issued, sold and paid for as contemplated by the Plan, legally issued, fully
paid and non-assessable shares of Common Stock of the Company.
We hereby consent to the inclusion of our opinion as Exhibit 5 of this
Registration Statement and the reference to our firm in the Prospectus. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ SILVER, FREEDMAN & TAFF, L.L.P.
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SILVER, FREEDMAN & TAFF, L.L.P.