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[LETTERHEAD OF RICHARDS, LAYTON & FINGER]
February 28, 1997
1st Source Capital Trust I
1st Source Capital Trust II
c/o 1st Source Corporation
100 North Michigan Street
South Bend, Indiana 46601
RE: 1ST SOURCE CAPITAL TRUST I AND
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1ST SOURCE CAPITAL TRUST II
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Ladies and Gentlemen:
We have acted as special Delaware counsel for 1st Source
Capital Trust I, a Delaware business trust ("Trust I"), and 1st
Source Capital Trust II, a Delaware business trust ("Trust II")
(Trust I and Trust II are hereinafter collectively referred to as
the "Trusts" and sometimes hereinafter individually referred to as
a "Trust"), in connection with the matters set forth herein. At
your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of
originals or copies of the following:
(a) The Certificate of Trust of Trust I, dated February 20,
1997, as amended and restated by the Restated Certificate of Trust
of Trust II, dated February 27, 1997, as filed in the office of the
Secretary of State of the State of Delaware (the "Secretary of
State") on February 20, 1997 and February 27, 1997, respectively;
(b) The Certificate of Trust of Trust II, dated February 27,
1997, as filed in the office of the Secretary of State on February
27, 1997;
(c) The Amended and Restated Trust Agreement of Trust I, dated as
of February 27, 1997, among 1st Source Corporation, an Indiana corporation
(the "Company"), and the trustees of the Trust named therein;
(d) The Trust Agreement of Trust II, dated as of February 27,
1997, among the Company and the trustees of the Trust named
therein;
(e) The Registration Statement (the "Registration Statement")
on Form S-3, including the prospectus with respect to the
Trusts (the "Prospectus") relating to the Preferred Securities
of the Trusts (each, a "Preferred Security" and collectively, the
"Preferred Securities"), as filed by the Company and the Trusts
with the Securities and Exchange Commission on February 28, 1997;
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February 28, 1997
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(f) A form of Amended and Restated Trust Agreement for each
of the Trusts, to be entered into among the Company, the trustees
of the Trust named therein, and the holders, from time to time, of
undivided beneficial interests in such Trust (collectively, the
"Trust Agreements" and individually, a "Trust Agreement"), attached
as an exhibit to the Registration Statement; and
(g) A Certificate of Good Standing for each of the Trusts,
dated February 28, 1997, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed above, and we have
assumed that there exists no provision in any document that we have
not reviewed that bears upon or is inconsistent with the opinions
stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all
of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic
originals, (ii) the conformity with the originals of all documents
submitted to us as copies or forms, and (iii) the genuineness of
all signatures.
For purposes of this opinion, we have assumed (i) that each of
the Trust Agreements constitutes the entire agreement among the
parties thereto with respect to the subject matter thereof,
including with respect to the creation, operation and termination
of the applicable Trust, and that the Trust Agreements and the
Certificates of Trust are in full force and effect and have not
been amended, (ii) except to the extent provided in paragraph 1
below, the due creation or due organization or due formation, as
the case may be, and valid existence in good standing of each party
to the documents examined by us under the laws of the jurisdiction
governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents
examined by us, (iv) that each of the parties to the documents
examined by us has the power and authority to execute and deliver,
and to perform its obligations under, such documents (v) the due
authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom
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February 28, 1997
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a Preferred Security is to be issued by the Trusts (collectively,
the "Preferred Security Holders") of a Preferred Security
Certificate for such Preferred Security and the payment for the
Preferred Security acquired by it, in accordance with the
applicable Trust Agreement and the applicable Prospectus, and (vii)
that the Preferred Securities are authenticated, issued and sold to
the Preferred Security Holders in accordance with the applicable
Trust Agreement and the applicable Prospectus. We have not
participated in the preparation of the Registration Statement and
assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we
have not considered and express no opinion on the laws of any other
jurisdiction, including federal laws and rules and regulations
relating thereto. Our opinions are rendered only with respect to
Delaware laws and rules, regulations and orders thereunder which
are currently in effect.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have
considered necessary or appropriate, and subject to the
assumptions, qualifications, limitations and exceptions set forth
herein, we are of the opinion that:
1. Each of the Trusts has been duly created and is validly
existing in good standing as a business trust under the Delaware
Business Trust Act, 12 Del. C. Section 3801, et seq.
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2. The Preferred Securities of each Trust will represent
valid and, subject to the qualifications set forth in paragraph 3
below, fully paid and nonassessable undivided beneficial interest
in the assets of the applicable Trust.
3. The Preferred Security Holders, as beneficial owners of
the applicable Trust, will be entitled to the same limitation of
personal liability extended to stockholders of private corporations
for profit organized under the General Corporation Law of the State
of Delaware. We note that the Preferred Security Holders may be
obligated to make payments as set forth in the applicable Trust
Agreement.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration
Statement. In addition, we hereby consent to the use of our name
under the heading "Validity of Securities" in the Prospectus. In
giving the foregoing consents, we do not thereby admit that we come
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February 28, 1997
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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. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or relied
upon by, any other Person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger
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