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THOMPSON & MITCHELL
ATTORNEYS AT LAW
ONE MERCANTILE CENTER 525 WEST MAIN STREET
ST. LOUIS, MISSOURI 63101-1683 POST OFFICE BOX 750
BELLEVILLE, IL 62222-0750
(314) 231-7676 (619) 277-4700
FAX (314) 342-1717 200 NORTH THIRD STREET
ST. CHARLES, MO 63301-2870
(314) 946-7717
700 14TH STREET, N.W.
WASHINGTON, D.C. 20005-2010
March 31, 1994 (202) 508-1000
AmVestors Financial Corporation
415 Southwest Eighth Avenue
Topeka, Kansas 66603
Re: Registration Statement on Form S-8 -- 217,047
Shares of AmVestors Financial Corporation
Common Stock, no par value
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Amvestors Financial Corporation, a Kansas
corporation (the "Company"), on April 4, 1994, with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, pertaining to the
proposed issuance by the Company of up to 217,047 shares of the Company's
common stock, no par value (the "Shares"), as provided in the AmVestors
Financial Corporation 1989 Nonqualified Stock Option Plan (the "Plan"), we
have examined such corporate records of the Company, such laws and such other
information as we have deemed relevant, including the Company's Articles of
Incorporation as Amended and Restated, By-Laws, resolutions adopted by the
Board of Directors relating to such issuance, certificates received from state
officials and statements we have received from officers and representatives
of the Company. In delivering this opinion, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to the originals of all documents submitted to us
as certified, photostatic or conformed copies, the authenticity of originals
of all such latter documents, and the correctness of statements submitted
to us by officers and representatives of the Company.
Based solely on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and is validly existing under the laws
of the State of Kansas; and
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AmVestors Financial Corporation
March 31, 1994
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2. The Shares to be issued by the Company pursuant to the Registration
Statement have been duly authorized and, when issued by the Company in
accordance with the Plan, will be duly and validly issued.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. We further consent to the filing of copies of this opinion with
agencies of such states and other jurisdictions as you deem necessary in the
course of complying with the laws of the states and jurisdictions regarding
the sale and issuance of the Shares in accordance with the Registration
Statement.
Very truly yours,
/s/ Thompson & Mitchell
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Thompson & Mitchell
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