Exhibit 5 HINSHAW & CULBERTSON Belleville, Illinois Suite 300 Ft. Lauderdale, Florida Bloomington, Illinois 222 North LaSalle Street Jacksonville, 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 Brookfield, Wisconsin Springfield, Illinois Telefax 312-704-3001 Milwaukee, Wisconsin Waukegan, Illinois July 18, 1997 WRITER'S DIRECT DIAL NO. (312) 704-3852 First Midwest Bancorp, Inc. 300 Park Boulevard, Suite 405 P.O. Box 459 Itasca, Illinois 60143-0459 Re: Registration Statement on Form S-3 Ladies and Gentlemen: You have requested our opinion in connection with the above- referenced registration statement, (the "Registration Statement") for the resignation of up to 150,000 shares of Common Stock, $.01 par value per share, of the Company (the "Shares"). In arriving at the opinion expressed below, we have examined the Registration Statement and such other documents as we have deemed necessary to enable us to express the opinion hereinafter set forth. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, the genuineness of all signatures on documents reviewed by us and the legal capacity of natural persons. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms and conditions set forth in the Registration Statement, will be validly issued, fully paid and non-assessable. We hereby consent to the reference to our firm under the caption "Legal Matters" in the Registration Statement and to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, TIMOTHY M. SULLIVAN Timothy M. Sullivan TMS/mm A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 23