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EXHIBIT 5
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May 20, 1996
Board of Directors
American States Financial Corporation
500 North Meridian Street
Indianapolis, Indiana 46204
Gentlemen:
You have requested our opinion in connection with the Form S-1
Registration Statement (the "Registration Statement") to be filed by American
States Financial Corporation, an Indiana corporation (the "Corporation"), with
respect to the offer and sale by the Corporation of up to 11,500,000 shares of
Common Stock, no par value, of the Corporation (the "Shares") of which
10,000,000 Shares are being sold by the Corporation and 1,500,000 Shares are
subject to over-allotment options granted to the underwriters by the
Corporation. We have examined such records and documents and have made such
investigation of law as we have deemed necessary in the circumstances.
Based on that examination and investigation, it is our opinion that the
Shares are duly authorized and will be, when sold in the manner described in the
Registration Statement (including all Exhibits thereto) and in compliance with
the Securities Act of 1933, as amended, and applicable state blue sky laws,
validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the application of the internal laws
of the State of Indiana and applicable federal law, and no opinion is expressed
herein as to any matter governed by the laws of any other jurisdiction.
We consent to the use of our name under the caption "Legal Matters" in
the Prospectus included in the Registration Statement and to the filing of this
opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Barnes & Thornburg
BARNES & THORNBURG