EXHIBIT 5.1
March 28, 2001
The Board of Directors
Great Southern Bancorp, Inc.
1451 East Battlefield Road
Springfield, Missouri 65804
Re: Great Southern Bancorp, Inc.
Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to Great Southern Bancorp, Inc., a Delaware
corporation (the "Company") and Great Southern Capital Trust I, a Delaware
statutory business trust (the "Trust"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") to be filed by
the Company and the Trust with the Securities and Exchange Commission relating
to (i) the proposed issuance by the Trust of $15,000,000 aggregate Liquidation
Amount of the Trust's ___% Cumulative Trust Preferred Securities due June 30,
2031 (the "Preferred Securities") registered under the Securities Act of 1933,
as amended (the "Securities Act"); (ii) the proposed issuance by the Company to
the Trust of $15,000,000 aggregate principal amount of the Company's ___%
Subordinated Debentures (the "Subordinated Debentures") registered under the
Securities Act; and (iii) the Company's guarantee (the "Guarantee"), which
guarantees the payment of Distributions and payments on liquidation or
redemption of the Preferred Securities, registered under the Securities Act. The
Preferred Securities are issuable under an Amended and Restated Trust Agreement
to be entered into (the "Trust Agreement") between the Company, as Depositor,
Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as
Property Trustee, and the Administrative Agents named therein; the Subordinated
Debentures are issuable under an Indenture to be entered into, (the "Indenture")
between the Company and Wilmington Trust Company as Trustee; and the Guarantee
is issuable under the Guarantee Agreement to be entered into (the
Great Southern Bancorp, Inc.
March 28, 2001
Page -2-
"Guarantee Agreement") between the Company and Wilmington Trust Company, as
Guarantee Trustee.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the certificate of
trust filed by the Trust with the Secretary of State of the State of the State
of Delaware on March 23, 2001; (ii) the form of the Trust Agreement; (iii) the
form of the Preferred Securities; (iv) the form of the Guaranty Agreement; (v)
the form of the Subordinated Debentures; (vi) the form of the Indenture, in each
case in the form filed as an exhibit to the Registration Statement; and (vii)
the Registration Statement. We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such other documents,
certificates and records and have reviewed such questions of law as we have
considered necessary and appropriate for the purposes of our opinions set forth
below.
In rendering our opinions, we have assumed, without investigation, the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company and the
Trust, that such parties had the requisite power and authority (corporate or
otherwise) to execute, deliver and perform such agreements or instruments, that
such agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. In addition, we have assumed that the Trust Agreement, the
Preferred Securities, the Guarantee, the Subordinated Debentures and the
Indenture, when executed, will be executed in substantially the form reviewed by
us. As to questions of fact material to our opinions, we have relied upon
certificates of officers of the Company and the Trust and of public officials.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Trust Agreement, the Indenture and the
Guarantee Agreement, as applicable.
Based on the foregoing, we are of the opinion that:
(1) The Subordinated Debentures have been duly authorized by all requisite
corporate action and, when executed and authenticated as specified in the
Indenture and delivered and paid for in the manner described in the Registration
Statement, the Subordinated Debentures will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms.
(2) The Guarantee has been duly authorized by all requisite corporate
action and, when duly executed as specified in the Guarantee Agreement and
delivered in the manner described in the Registration Statement, the Guarantee
will constitute the valid and binding obligation of the Company, enforceable in
accordance with its terms.
Great Southern Bancorp, Inc.
March 28, 2001
Page -3-
The opinions set forth above are subject to the following qualifications
and exceptions:
The enforceability of the operative documents, or any provision thereof
may be limited by and/or subject to bankruptcy (including, without limitation,
executory contracts provisions), insolvency, reorganization, receivership,
moratorium, fraudulent transfer or conveyance, or other laws affecting the
rights and remedies of creditors generally, or similar federal or state laws, by
general equity principles, by rules of law governing specific performance,
appointment of receivers, injunctive relief and other equitable remedies, and by
certain other limitations which may be imposed upon the availability of certain
remedies or the exercise of certain rights including, without limitation,
commercial reasonableness or conscionability, reasonable notice of disposition,
specific performance, or enforcement, limitation on sale or encumbrance
provisions, waivers or eliminations of rights such as statutory rights of
redemption, or of jury trial, separation or aggregation of property at
foreclosure or enforced sale, application of sale or judgment proceeds, and
multiplicity, inconsistency, waiver or omission or delay in the enforcement of
remedies.
This opinion is rendered only with respect to the laws of the State of New
York, the federal laws of the United States of America and the General
Corporation Law of the State of Delaware. With respect to matters of Delaware
trust law, we are relying upon the opinion of Richards, Layton & Finger, P.A.
Wilmington, Delaware, special counsel to the Company and the Trust.
The opinions expressed above concern only the effect of laws as now in
effect and are rendered as of the date hereof. We undertake no, and hereby
disclaim any, obligation to revise or supplement this opinion should such laws
be changed by legislative action, judicial decision, or otherwise after the date
of this opinion, or if we become aware of any facts that might change the
opinions expressed above after the date of this letter.
We hereby consent to your filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the caption
"Legal Matters" contained in the Prospectus included therein.
Very truly yours,
/s/ Silver, Freedman & Taff, LLP
SILVER, FREEDMAN & TAFF, LLP