Exhibit 5.1
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
TELEPHONE: (312) 984-3100
FAX: (312) 984-3150
June 17, 1996
Heartland Financial USA, Inc.
1398 Central Avenue
Dubuque, Iowa 52004
Ladies and Gentlemen:
We have acted as special counsel to Heartland Financial USA,
Inc., a Delaware corporation (the "Company"), in connection with
the proposed offering of 600,000 shares of its common stock,
$1.00 par value ("Common Shares"), pursuant to the Heartland
Financial USA, Inc., 1993 Stock Option Plan as amended (the
"Offering"), all as described in the Form S-8 Registration
Statement to be filed with the Securities and Exchange Commission
(the "SEC") on or about June 17, 1996 (the "Registration
Statement"). Capitalized terms used, but not defined, herein
shall have the meanings given such terms in the Registration
Statement. You have requested our opinion concerning certain
matters in connection with the Offering.
We have made such legal and factual investigation as we
deemed necessary for purposes of this opinion. In our
investigation, we have assumed the genuineness of all signatures,
the proper execution of all documents submitted to us as
originals, the conformity to the original documents of all
documents submitted to us as copies and the authenticity of the
originals of such copies.
In arriving at the opinions expressed below, we have
reviewed and examined the following documents:
a. the Certificate of Incorporation of the Company
filed with the Secretary of State of the State of
Delaware on June 18, 1993, and the Company's Bylaws;
b. the Registration Statement, including the
prospectus constituting a part thereof (the
"Prospectus");
c. resolutions of the board of directors of the
Company (the "Board") relating to the Offering; and
d. a form of share certificate representing the
Common Shares approved by the Board.
We call your attention to the fact that our firm only
requires lawyers to be qualified to practice law in the State of
Illinois and, in rendering the foregoing opinions, we express no
opinion with respect to any laws relevant to this opinion other
than the Securities Act of 1933, as amended, and the rules and
regulations thereunder, the laws and regulations of the State of
Illinois, the General Corporation Law of the State of Delaware
and United States federal law.
Based upon the foregoing, but assuming no responsibility for
the accuracy or the completeness of the data supplied by the
Company and subject to the qualifications, assumptions and
limitations set forth herein, it is our opinion that:
1. The Company has been duly organized, is validly
existing and is in good standing under the laws of the State of
Delaware and has due corporate authority to carry on its business
as it is presently conducted.
2. The Company is authorized to issue up to 7,000,000
Common Shares, of which 4,719,152 Common Shares were issued and
are outstanding as of June 10, 1996.
3. When the Registration Statement shall have been
declared effective by order of the SEC and the Common Shares to
be sold thereunder shall have been issued and sold upon the terms
and conditions set forth in the Registration Statement, then such
Common Shares will be legally issued, fully paid and non-
assessable.
We express no opinion with respect to any specific legal
issues other than those explicitly addressed herein. We assume
no obligation to advise you of any change in the foregoing
subsequent to the date of this opinion (even though the change
may affect the legal conclusions stated in this opinion letter).
We hereby consent (i) to be named in the Registration
Statement, and in the Prospectus, as attorneys who will pass upon
the legality of the Common Shares to be sold thereunder and (ii)
to the filing of this opinion as an Exhibit to the Registration
Statement.
Sincerely,
/s/ BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN