EXHIBIT 5.1
BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
Telephone (312) 984-3100
Facsimile (312) 984-3150
September 15, 1999
Heartland Financial USA, Inc.
1398 Central Avenue
Dubuque, IA 52001
Ladies and Gentlemen:
We have acted as special counsel for Heartland Financial USA, Inc.,
a Delaware corporation (the "Company") in connection with the, in connection
with the offering (the "Offering") by Heartland Financial Capital Trust I, a
Delaware business trust (the "Trust"), of the capital securities of the Trust
(the "Capital Securities") representing preferred undivided beneficial
ownership interests in the assets of the Trust, all as described in the
Company's and the Trust's Registration Statement on Form S-3 (the
"Registration Statement"). At your request, this opinion is being furnished
to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of (the "Certificate of Trust") of
the Trust, as filed with the office of the Secretary of State of the State of
Delaware (the "Secretary of State") on September 13, 1999;
(b) The Trust Agreement of the Trust, dated as of September 13,
1999, among the Company, First Union Trust Company, National Association, a
national banking association with its principal place of business in the
State of Delaware ("First Union"), as trustee, and Lynn B. Fuller, John K.
Schmidt, and Jacquie M. Manternach, as administrative trustees (the
"Administrative Trustees");
(c) A form of Amended and Restated Trust Agreement for the Trust,
to be entered into between the Company, the Trustees of the Trust named
therein, and the holders, from time to time, of the undivided beneficial
ownership interests in the assets of such Trust, attached as an exhibit to
the Registration Statement described below (the "Trust Agreement");
(d) A form of certificate representing the Capital Securities;
(e) A form of Indenture to be entered into between the Company
and First Union, as Indenture Trustee (the "Indenture");
(f) A form of subordinated debenture to represent the subordinated
debentures of the Company (the "Debenture");
BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
Heartland Financial USA, Inc.
September 15, 1999
Page 2
(g) A form of Capital Securities Guarantee Agreement to be entered
into between the Company and First Union, as Guarantee Trustee (the
"Guarantee");
(h) A form of Agreement as to Expenses and Liabilities to be
entered into between the Company and the Trust (the "Expense Agreement");
(i) the Articles of Incorporation of the Company filed with the
Secretary of State of the State of Delaware on June 21, 1993, as amended, and
the Company's Bylaws, as amended;
(j) Resolutions of the Board of Directors of the Company relating
to the Offering and dated August 18, 1999; and
(k) The Registration Statement, including the prospectus
constituting a part thereof.
We have made such legal investigation as we deemed necessary for
purposes of this opinion. In that investigation, we have assumed the
genuineness of all signatures, the proper execution of all documents
submitted to us as originals, the conformity to the original documents of all
documents submitted to us as copies, and the authenticity and proper
execution of the originals of such copies. We have not made any independent
factual investigation, have relied without such investigation on all the
listed documents, and disclaim any duty to make such an independent factual
investigation.
Our opinions expressed below are subject to the qualifications that
we express no opinion as to the applicability of, compliance with, or effect
of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer,
fraudulent conveyance, moratorium or other similar law affecting the
enforcement of creditors' rights generally, (ii) general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or
at law), (iii) public policy considerations which may limit the rights of
parties to obtain certain remedies and (iv) any laws except the laws of the
State of Illinois, the General Corporation Law of the State of Delaware and
the federal laws of the United States of America.
Based upon and subject to the foregoing qualifications, assumptions
and limitations and the further limitations set forth below, we are of the
opinion that:
(1) The execution and delivery by the Company of each of the Trust
Agreement, the Indenture, the Guarantee and the Expense Agreement has been
duly and validly authorized.
(2) The Debentures to be issued by the Company to the Trust will,
when issued in accordance with the terms of the Indenture as described in the
Registration Statement at the time it becomes effective, constitute valid and
binding obligations of the Company.
BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
Heartland Financial USA, Inc.
September 15, 1999
Page 3
(3) The Guarantee Agreement when provided by the Company in
accordance with the terms stated in the Registration Statement at the time it
becomes effective and upon issuance of the Capital Securities in accordance
with the terms described in the Registration Statement, will constitute a
valid and binding obligation of the Company.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Experts and Legal Matters"
in the Prospectus. In giving the foregoing consents, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder. This
opinion is based upon our knowledge of the law and facts as of the date
hereof, and we assume no duty to communicate with you with respect to any
matter that comes to our attention hereafter.
Very truly yours,
/s/ Barack Ferrazzano Kirschbaum Perlman &
Nagelberg
BARACK FERRAZZANO KIRSCHBAUM
PERLMAN & NAGELBERG