[Letterhead]
December 14, 2004
Exhibit 5.1
The Board of Directors
Intermountain Community Bancorp
231 N. Third
Post Office Box 967
Sandpoint, Idaho 83864
RE: LEGAL OPINION REGARDING VALIDITY OF SECURITIES OFFERED
MTBR&F File No. 19-161.1
Ladies and Gentlemen:
We have acted as special Idaho counsel for Intermountain Community Bancorp, an
Idaho corporation and bank holding company ("Intermountain"), in connection with
the preparation of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), which
Intermountain is filing with the Securities and Exchange Commission (the
"Commission") with respect to 25,582 shares of Intermountain common stock, no
par value per share (the "Shares"), authorized for issuance upon the exercise of
options granted under the Snake River Bancorp, Inc. Nonqualified Stock Option
Plan for Employees and Incentive Stock Option Plan for Employees (collectively,
the "Plans") that were assumed by the Company as a result of the acquisition of
Snake River Bancorp, Inc..
In connection with the Shares that will be issued under the Plans, we have
examined the following:
A. the Plans;
B. the Registration Statement (including the remaining exhibits); and
C. such other documents as we have deemed necessary to form the
opinion expressed below.
As to various questions of fact material to such opinion, where relevant facts
were not independently established, we have relied upon statements of officers
of Intermountain. We have assumed without independent investigation or review,
the accuracy and completeness of the facts and representations and warranties
contained in the documents listed above or otherwise made known to us.
With your permission and without any verification by us, we have assumed the
following for purposes of rendering the opinions set forth in this letter:
The Board of Directors
Intermountain Community Bancorp
December 14, 2004
Page 2
A. We have assumed that each signature is genuine; each document
submitted to us as an original is authentic; each document
submitted to us as a copy conforms to the original; and each
individual executing and delivering a document had the legal
capacity to do so.
B. We have assumed that the Plans documents have been executed and
delivered in the form reviewed by us and that there are no
agreements, understandings, negotiations, or courses of dealing
between the parties altering the terms of the Plans or the
respective rights or obligations of the parties under the Plans.
We have also assumed that the Registration Statement filed with
the Securities and Exchange Commission is in substantially the
same form delivered to and reviewed by us.
As of the date of this letter, based upon and subject to the foregoing, and
subject to the exceptions, qualifications, limitations, comments and assumptions
set forth in this letter, we are of the opinion that the Shares, when issued
pursuant to the Plans, after the Registration Statement has become effective
under the Act, will be validly issued under the laws of the State of Idaho, and
the Shares will be fully paid and nonassessable upon Intermountain's receipt of
the consideration for which its board of directors authorized the issuance of
the Shares.
The opinions set forth in this letter are subject to the following exceptions,
qualifications, limitations, comments, and additional assumptions:
A. The law covered by this opinion is limited to the law of the
State of Idaho as set forth in codified statutes and reported
case decisions. We express no opinion with respect to the law of
any other jurisdiction and no opinion with respect to the
statutes, administrative decisions, rules, regulations, or
requirements of any county, municipality, subdivision or local
authority of any jurisdiction.
B. We express no opinion with respect to the following matters:
(a) federal securities laws and regulations administered by
the Securities and Exchange Commission, state "Blue Sky"
laws and regulations, and laws and regulations relating to
commodity (and other) futures and indices and other
similar instruments;
(b) pension and employee benefit laws and regulations (e.g.,
ERISA);
(c) federal and state antitrust and unfair competition laws
and regulations;
(d) federal and state laws and regulations concerning filing
and notice requirements (e.g., Hart-Scott-Rodino and Exon-
Florio);
(e) compliance with fiduciary duty requirements;
(f) federal and state tax laws and regulations;
The Board of Directors
Intermountain Community Bancorp
December 14, 2004
Page 3
(g) federal and state racketeering laws and regulations (e.g.,
RICO); and
(h) other federal and state statutes of general application to
the extent they provide for criminal prosecution (e.g.,
mail fraud and wire fraud statutes).
C. We have assumed that Intermountain's board of directors
determined that the consideration for which it authorized the
issuance of the Shares was adequate.
D. We have assumed that the Plans are among the plans included
within the definition of "Snake River Option Plans" in the Plan
and Agreement of Merger (the "Agreement") among Intermountain,
Panhandle State Bank, Snake River Bancorp, Inc., and Magic Valley
Bank, dated as of July 23, 2004.
E. We are relying upon the opinion of Graham and Dunn PC dated
September 9, 2004, that Article XII of the Intermountain's
Amended and Restated Articles of Incorporation, dated March 24,
2004, does not require Intermountain's shareholders to approve
the Agreement.
This opinion is limited to the matters set forth herein. No opinion may be
inferred or implied beyond the maters expressly contained herein. This letter is
an opinion of law, not a guarantee of a court decision. This opinion is for the
benefit of the addressee of this letter in connection with the Registration
Statement. No other person or entity shall be entitled to rely on any matter set
forth herein without the prior written consent of this firm. This opinion may
not be quoted in whole or in part, nor may copies thereof be furnished or
delivered to any other person without the prior written consent of this firm.
This opinion has been rendered as of the date hereof, and we disclaim any
obligation to advise you of any changes in the circumstances, laws, or events
that may occur subsequent to the date hereof or otherwise to update this
opinion.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. This consent shall not be construed to cause us to be in
the category of persons whose consent is required to be filed pursuant to
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
MOFFATT, THOMAS, BARRETT, ROCK &
FIELDS, CHARTERED
/s/ Moffatt, Thomas, Barrett, Rock & Fields, Chartered