November 19, 1999
Board of Directors
Republic Bancorp, Inc.
601 West Market Street
Louisville, Kentucky 40202
Re: 2,135,000 Shares of Class A Common Stock, No Par Value Per Share, and
194,500 Shares of Class B Common Stock, No Par Value Per Share, of Republic
Bancorp, Inc., a Kentucky Corporation (the "Company")
Ladies and Gentlemen:
We have acted as counsel to the Company in connection with the
Registration Statement on Form S-8 (the "Registration Statement") being filed by
the Company with the Securities and Exchange Commission pursuant to the
Securities Act of 1933 (as amended) (the "Act"), to register not more than
194,500 shares of Class B common stock, no par value per share (the "Class B
Shares"), to be issued by the Company pursuant to the Republic Bancorp, Inc.
1995 Stock Option Plan (the "Plan"), and not more than 2,135,000 shares of Class
A common stock, no par value per share (the "Class A Shares"), up to 1,902,500
of such Class A Shares to be issued by the Company pursuant to the Plan, up to
38,000 of such Class A Shares to be issued by the Company pursuant to options
granted to certain directors of the Company and its subsidiary, Republic Bank &
Trust Company, subject to the same terms and conditions as contained in the Plan
(the "Directors' Shares"), and 194,500 of such Class A Shares to be issued by
the Company upon conversion of the Class B Shares. The Class A Shares and the
Class B Shares are collectively referred to as the "Shares."
For purposes of rendering the opinion expressed herein, we
have examined and are familiar with the Company, its organization and
proceedings related thereto. We have also examined such other documents and
procedures as we have considered necessary for the purpose of this opinion. We
have relied upon certificates of public officials and representations of
officials of the Company, and have assumed that all documents examined by us as
originals are authentic, that all documents submitted to us as photocopies are
exact duplicates of original documents, and that all signatures on all documents
are genuine.
We have assumed for purposes of this opinion that, to the
extent options are granted, the Shares will be validly authorized on the
respective dates of exercise of any options, and that on the dates of exercise
the options will have been duly executed and delivered and will constitute the
legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms. We have also assumed that, to
the extent the Class B Shares issued upon the exercise of options are converted
into Class A Shares, the Class A Shares will be validly authorized on the
respective dates of conversion of such Class B Shares.
Based upon and subject to the foregoing and subsequent
qualifications and exceptions, we are of the opinion that the Shares to be
issued by the Company pursuant to, or in the case of the Directors' Shares in
accordance with, the Plan, and the Class A Shares to be issued upon the
conversion of the Class B Shares, will be duly authorized and, when issued and
sold by the Company in accordance with the Registration Statement, the
prospectus delivered to option recipients pursuant to the requirements of the
Act, the pertinent provisions of any applicable state securities laws, and the
Plan, such Shares will be duly and validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the United
States and the Commonwealth of Kentucky, and we express no opinion with respect
to the laws of any other state or jurisdiction.
Our opinion is directed to the Board of Directors of the
Company and may not be relied upon by any persons other than said directors,
recipients of the prospectus and participants in the Plan. We expressly disclaim
any responsibility for advising you of any change hereafter occurring in
circumstances touching or concerning the transaction which is the subject of
this opinion, including any changes in the law or in factual matters occurring
subsequent to the date of this opinion.
We hereby consent to the filing of this opinion, or copies
thereof, as an Exhibit to the Registration Statement. In giving this consent, we
do not thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Yours very truly,
WYATT, TARRANT & COMBS
/s/ Wyatt, Tarrant & Combs