Exhibit 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
TIMOTHY B. MATZ 12th Floor PATRICIA J. WOHL
STEPHEN M. EGE 734 15th Street, N.W. BRIAN J. CRAIG
RAYMOND A. TIERNAN Washington, D.C. 20005 DAVID K. TEEPLES
GERARD L. HAWKINS DAVID MAX SELTZER
JOHN P. SOUKENIK* __________ ERIC M. MARION
GERALD F. HEUPEL, JR. ________________
JEFFREY A. KOEPPEL
PHILIP ROSS BEVAN Telephone: (202) 347-0300 SENIOR COUNSEL
HUGH T. WILKINSON Facsimile: (202) 347-2172
KEVIN M. HOULIHAN WWW.EMTH.COM W. MICHAEL HERRICK
KENNETH B. TABACH
OF COUNSEL
ALLIN P. BAXTER
JACK I. ELIAS
SHERYL JONES ALU
*NOT ADMITTED IN D.C.
March 5, 2001
VIA EDGAR
Board of Directors
Harrington Financial Group, Inc.
722 East Main Street, P.O. Box 968
Richmond, Indiana 47375
Re: Registration Statement on Form S-8
150,000 Shares of Common Stock
Ladies and Gentlemen:
We are special counsel to Harrington Financial Group, Inc., an Indiana
corporation (the "Corporation"), in connection with the preparation and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration of up to 150,000 additional shares
of common stock, par value $.125 per share ("Common Stock"), to be issued
pursuant to the Corporation's Amended and Restated Stock Option Plan (the
"Plan") upon the exercise of stock options and stock appreciation rights
(referred to as "Option Rights"). The Registration Statement also registers
an indeterminate number of additional shares which may be necessary under the
Plan to adjust the number of shares reserved thereby for issuance as the
result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of the Corporation. We have been requested by the
Corporation to furnish an opinion to be included as an exhibit to the
Registration Statement.
For this purpose, we have reviewed the Registration Statement and related
Prospectus, the Amended and Restated Articles of Incorporation and the Amended
and Restated Bylaws of the Corporation, the Plan, a specimen stock certificate
evidencing the Common Stock of the Corporation and such other corporate
records and documents as we have deemed appropriate. We are relying upon the
originals, or copies certified or otherwise identified to our satisfaction, of
the corporate records of the Corporation and such other instruments,
certificates and representations of public officials, officers and
representatives of the Corporation as we have deemed relevant as a basis for
Board of Directors
March 5, 2001
Page 2
this opinion. In addition, we have assumed, without independent verification,
the genuineness of all signatures and the authenticity of all documents
furnished to us and the conformance in all respects of copies to originals.
Furthermore, we have made such factual inquiries and reviewed such laws as we
determined to be relevant for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to Option Rights granted under the terms of the
Plan will continue to be validly authorized on the dates the Common Stock is
issued pursuant to the Option Rights; (ii) on the dates the Option Rights are
exercised, the Option Rights granted under the terms of the Plan will
constitute valid, legal and binding obligations of the Corporation and will
(subject to applicable bankruptcy, moratorium, insolvency, reorganization and
other laws and legal principles affecting the enforceability of creditors'
rights generally) be enforceable as to the Corporation in accordance with
their terms; (iii) the Option Rights are exercised in accordance with their
terms and the exercise price therefor is paid in accordance with the terms
thereof; (iv) no change occurs in applicable law or the pertinent facts; and
(v) the provisions of "blue sky" and other securities laws as may be
applicable will have been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth herein,
we are of the opinion as of the date hereof that the shares of Common Stock to
be issued pursuant to the Plan, when issued and sold pursuant to the Plan and
upon receipt of the consideration required thereby, will be legally issued,
fully paid and non-assessable shares of Common Stock of the Corporation.
We hereby consent to the reference to this firm under the caption "Legal
Opinion" in the Prospectus for the Plan and to the filing of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Kenneth B. Tabach
----------------------------------
Kenneth B. Tabach, a Partner