EXHIBIT 8
HINSHAW & CULBERTSON
BELLEVILLE, ILLINOIS SUITE 300 WAUKEGAN, ILLINOIS
BLOOMINGTON, ILLINOIS 222 NORTH LA SALLE STREET FT. LAUDERDALE, FLORIDA
CHAMPAIGN, ILLINOIS CHICAGO, ILLINOIS 60601-1081 MIAMI, FLORIDA
JOLIET, ILLINOIS TAMPA, FLORIDA
LISLE, ILLINOIS 312.704.3000 ST. LOUIS, MISSOURI
PEORIA, ILLINOIS ________ APPLETON, WISCONSIN
ROCKFORD, ILLINOIS TELEFAX 312.704.3001 BROOKFIELD, WISCONSIN
SPRINGFIELD, ILLINOIS MILWAUKEE, WISCONSIN
October 2, 1995
WRITER'S DIRECT DIAL NO. FILE NO.
(312) 704-3852 728693
First Midwest Bancorp, Inc.
300 Park Boulevard, Suite 405
P.O. Box 459
Itasca, Illinois 60143-0459
Re: First Midwest Bancorp, Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to First Midwest Bancorp, Inc., a Delaware
corporation ("First Midwest"), in connection with the proposed merger (the
"Merger") of CF Bancorp, Inc. ("CF"), with and into First Midwest, pursuant to
the terms of the Agreement and Plan of Merger, dated as of May 31, 1995 (the
"Merger Agreement"), by and between First Midwest and CF, as described in the
Registration Statement on Form S-4 to be filed by First Midwest with the
Securities and Exchange Commission (the "Registration Statement").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Merger Agreement, (ii) the Registration Statement, (iii) the First
Midwest Shareholder Rights Plan which was adopted on February 15, 1989, (iv) the
CF 1992 Stock Option and Incentive Plan, and (v) such other documents as we have
deemed necessary or appropriate in order to enable us to render the opinion
below. In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed, or photostatic copies, and
the authenticity of the originals of such copies. This opinion is subject to
our receipt prior to the effective date of the Merger of certain written
representations and covenants of First Midwest and CF.
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 96829-1-DS2
First Midwest Bancorp, Inc.
October 2, 1995
Page 2
Based upon and subject to the foregoing, the discussion describing the
opinion of Hinshaw & Culbertson contained in the prospectus included as part of
the Registration Statement (the "Prospectus") under the caption "Certain Federal
Income Tax Consequences of the Merger," except as otherwise indicated, expresses
our opinion as to the material federal income tax consequences applicable to
holders of CF Common Stock. You should be aware, however, that the discussion
under the caption "Certain Federal Income Tax Consequences of the Merger" in the
Prospectus represents our conclusions as to the applicability of existing law to
the instant transactions. There can be no assurance that contrary positions may
not be taken by the Internal Revenue Service. In addition, to the extent the
written representations and covenants of CF and First Midwest described above
are factually inaccurate, then our conclusions may be invalid.
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the references to
Hinshaw & Culbertson under the heading "Certain Federal Income Tax Consequences
of the Merger" in the Registration Statement and the Prospectus.
Very truly yours,
TIMOTHY M. SULLIVAN
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Timothy M. Sullivan
JDH:sb
96829-1-DS2