EXHIBIT 5.1
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
HINSHAW & CULBERTSON
Belleville, Illinois 222 North La Salle Street San Francisco, California
Bloomington, Illinois Chicago, Illinois 60601-1081 Ft. Lauderdale, Florida
Champaign, Illinois Jacksonville, Florida
Crystal Lake, Illinois 312.704.3000 Miami, Florida
Joliet, Illinois _______ Tampa, Florida
Lisle, Illinois Munster, Indiana
Peoria, Illinois Telefax 312.704.3001 Minneapolis, Minnesota
Rockford, Illinois St. Louis, Missouri
Springfield, Illinois Appleton, Wisconsin
Waukegan, Illinois March 2, 1998 Brookfield, Wisconsin
Lake Geneva, Wisconsin
Milwaukee, Wisconsin
Writer's Direct Dial No. File No.
(312) 704-3852 764359
VIA FACSIMILE & FEDERAL EXPRESS
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First Midwest Bancorp, Inc.
300 Park Boulevard, Suite 405
P.O. Box 459
Itasca, Illinois 60143-0459
RE: REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
You have requested our opinion in connection with the above-referenced
registration statement (the "Registration Statement") for the registration of up
to 9,725,509 shares of Common Stock, $,01 par value per share, of the Company
(the "Shares") in connection with the Company's acquisition of Heritage
Financial Services, Inc.
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.
First Midwest Bancorp, Inc.
March 2, 1998
Page 2
We hereby consent to the reference to our firm under the caption "Opinions"
in the Registration Statement and to the use of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Timothy M. Sullivan
Timothy M. Sullivan
TMS/mm