[Letterhead of Patton Boggs LLP]
EXHIBIT 5.0
November 5, 1998
Argo Bancorp, Inc.
7600 West 63rd Street
Summitt, Illinois 60501
Re: Argo Bancorp, Inc.
Argo Capital Trust Co.
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to Argo Bancorp, Inc., a Delaware corporation
(the "Company") and Sponsor of Argo Capital Trust Co., a Delaware statutory
business trust (the "Trust"), in connection with a Registration Statement on
Form S-4 (the "Registration Statement") relating to: (i) the proposed issuance
by the Trust of $17,250,000 aggregate Liquidation Amount of the Trust's Capital
Securities (the "Capital Securities") registered under the Securities Act of
1933, as amended (the "Securities Act"); (ii) the proposed issuance by the
Company to the Trust, in an aggregate principal amount corresponding to the
aggregate Liquidation Amount of the Exchange Capital Securities, of the
Company's Junior Subordinated Deferrable Interest Debentures (the "Junior
Subordinated Debentures") registered under the Securities Act; and (iii) the
Company's guarantee of the Capital Securities (the "Guarantee") registered under
the Securities Act. The Capital Securities will be issued under an Amended and
Restated Declaration of Trust for the Trust (the "Amended Declaration"), among
the Company, as Sponsor, Wilmington Trust Company, and the Administrative
Trustees named therein, while the Junior Subordinated Debentures will be issued
under an Indenture (the "Indenture"), between the Company and Wilmington Trust
Company, as Debenture Trustee.
We have examined such documents and records as we deemed appropriate,
including the following:
(i) Copy of the Articles of Incorporation, as amended of the
Company, certified as of a recent date by the Secretary of State
of Delaware.
(ii) Copy of the Bylaws of the Company, as amended, certified as of a
recent date by the Secretary of the Company to be a true and
complete copy.
(iii) Copy, certified as of a recent date by the Secretary of the
Company to be a true copy, of the resolutions duly adopted by
the Board of Directors of the Company authorizing the filing of
the Registration Statement.
Argo Bancorp, Inc.
November 5, 1998
Page 2
(iv) A form of the Amended Declaration.
(v) Specimen of the Capital Security.
(vi) A form of the Indenture.
(vii) Specimen of the Junior Subordinated Debenture.
(viii) A form of the Exchange Guarantee.
In addition, as to questions of fact material to our opinions, we have
relied upon certificates of officers of the Company, the Administrative Trustees
of the Trust and public officials.
In the course of our examination, we have assumed the legal capacity of
all natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than the Company or the
Trust, we have assumed that such parties had the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity, binding effect and
enforceability thereof on such parties.
Based upon the foregoing, we are of the opinion that:
(1) The Junior Subordinated Debentures have been duly authorized by all
requisite corporate action of the Company and, when executed and authenticated
in the manner provided for in the Indenture, the Junior Subordinated Debentures
will constitute valid and binding obligations of the Company entitled to the
benefits of the Indenture and enforceable against the Company in accordance with
their terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting creditors' rights generally or by general equitable principles
(regardless of whether considered in a proceeding in equity or at law).
(2) The Guarantee has been duly authorized by all requisite corporate
action of the Company and, when executed and delivered to Wilmington Trust
Company, as Guarantee Trustee, the Guarantee will constitute a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms, except as enforcement thereof
Argo Bancorp, Inc.
November 5, 1998
Page 3
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting creditors' rights generally or by general
equitable principles (regardless of whether considered in a proceeding in equity
or at law).
We express no opinion as to the laws of any jurisdiction other than the
laws of the State of Delaware and the federal laws of the United States of
America and, with respect to the laws of the State of Delaware, we have made no
independent investigation of such laws and have relied exclusively on all
matters governed by such laws upon the attached opinion of Richards, Layton &
Finger, P.A.
We hereby consent to the 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,
PATTON BOGGS LLP
By: /s/ Mary M. Sjoquist
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Mary M. Sjoquist