HOGAN & HARTSON
L.L.P.
COLUMBIA SQUARE
555 THIRTEENTH STREET, NW
WASHINGTON, DC 20004-1109
TEL (202) 637-5600
FAX (202) 637-5910
January 30, 1997
Board of Directors
St. Paul Bancorp, Inc.
6700 West North Avenue
Chicago, Illinois 06035
Ladies and Gentlemen:
We are acting as special counsel to St. Paul Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with its registration statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission relating to an offering of up to $100,000,000 in principal amount of
Senior Notes due 2004 (the "Notes"). This opinion letter is furnished to you at
your request to enable you to fulfill the requirements of Item 601 (b)(5) of
Regulation S-K, 17 C.F.R. (S) 229.601(b)(5), in connection with the Registration
Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The form of Indenture, filed as Exhibit 4.1 to the Registration
Statement (the "Indenture").
3. The Form of Supplemental Indenture (including the form of senior
notes to be issued pursuant thereto and referred to below as the
"Supplemental Indenture") filed as Exhibit 4.2 to the
Registration Statement.
4. The Restated Certificate of Incorporation of the Company, as
certified by the Secretary of the Company on the date hereof as
then being complete, accurate and in effect.
HOGAN & HARTSON L.L.P
Board of Directors
St. Paul Bancorp, Inc.
January 30, 1997
Page 2
5. The Bylaws of the Company, as certified by the Secretary of the
Company on the date hereof as then being complete, accurate and
in effect.
6. The proposed form of Underwriting Agreement among the Company and
the several Underwriters to be named therein, for whom Keefe,
Bruyette & Woods, Inc. and ABN AMRO Chicago Corporation will act
as representatives, filed as Exhibit 1.0 to the Registration
Statement (the "Underwriting Agreement").
7. Resolutions of the Board of Directors of the Company adopted on
December 16, 1996, as certified by the Secretary of the Company
on the date hereof as then being complete, accurate and in effect
relating to the issuance and sale of the Notes and arrangements
in connection therewith.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. This opinion letter
is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the
General Corporation Law of the State of Delaware and the contract law of the
State of Illinois (but not including any statutes, ordinances, administrative
decisions, rules or regulations of any political subdivision of the State of
Illinois). We express no opinion herein as to any other laws, statutes,
regulations, or ordinances.
Based upon, subject to and limited by the foregoing, we are of the
opinion that following (i) final action of the Board of Directors of the Company
(or a duly appointed pricing committee thereof) approving the price of the
Notes; (ii) due execution and delivery by the Company of the Underwriting
Agreement, the Indenture, Supplemental Indenture and the Notes; (iii)
effectiveness of the Registration Statement; (iv) issuance of the Notes pursuant
to the terms of the Underwriting Agreement, and the Indenture and Supplemental
Indenture; and (v) receipt by the Company of the consideration for the Notes
specified in the resolutions of the Board of Directors, the Notes will
constitute binding obligations of the Company enforceable in accordance with
their terms, except as may be limited
HOGAN & HARTSON L.L.P
Board of Directors
St. Paul Bancorp, Inc.
January 30, 1997
Page 3
by bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights (including, without limitation, the effect of statutory and
other law regarding fraudulent conveyances, fraudulent transfers and
preferential transfers) and as may be limited by the exercise of judicial
discretion and the application of principles of equity including, without
limitation, requirements of good faith, fair dealing, conscionability and
materiality (regardless of whether the Notes are considered in a proceeding in
equity or at law).
The opinion expressed above shall be understood to mean only that if
there is a default in performance of an obligation, (i) if a failure to pay or
other damage can be shown and (ii) if the defaulting party can be brought into a
court which will hear the case and apply the governing law, then, subject to the
availability of defenses, and to the exceptions set forth above, the court will
provide a money damage (or perhaps injunctive or specific performance) remedy.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise be referred to, nor filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.
We hereby consent to the filing of this opinion letter as Exhibit 5.0
to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
HOGAN & HARTSON L.L.P.