[Letterhead of Jackson Walker L.L.P.]
September 20, 2000
First Banks, Inc.
135 North Meramec Ave.
St. Louis, Missouri 63105
First Preferred Capital Trust II
135 North Meramec Ave.
St. Louis, Missouri 63105
Re: First Preferred Capital Trust II ___% Cumulative Trust
Preferred Securities
Ladies and Gentlemen:
We have acted as counsel to First Banks, Inc., a Missouri
corporation (the "Company"), and First Preferred Capital Trust II, a
statutory business trust created under the laws of Delaware (the
"Trust"), in connection with the proposed issuance of: (i) __%
Cumulative Trust Preferred Securities (the "Preferred Securities") of
the Trust pursuant to the terms of the Amended and Restated Trust
Agreement between the Company and State Street Bank and Trust Company,
as Property Trustee (the "Trust Agreement"), to be offered in an
underwritten public offering; and (ii) Subordinated Debentures (the
"Subordinated Debentures") of the Company pursuant to the terms of an
indenture between the Company and State Street Bank and Trust Company
of Connecticut, National Association, as Trustee (the "Indenture"), to
be sold by the Company to the Trust; and the proposed execution and
delivery by the Company of the Preferred Securities Guarantee Agreement
with respect to the Preferred Securities (the "Guarantee") between the
Company and State Street Bank and Trust Company, as Guarantee Trustee.
The Preferred Securities and the Subordinated Debentures are to be
issued as contemplated by the registration statement on Form S-2 dated
September 20, 2000 (the "Registration Statement") to be filed by the
Company and the Trust with the Securities and Exchange Commission to
register the issuances of the Preferred Securities, the Subordinated
Debentures and the Guarantee under the Securities Act of 1933, as
amended (the "Act"). Except as otherwise indicated, the terms utilized
herein have the meaning ascribed to them in the Registration Statement.
In rendering this opinion we have examined originals or copies,
certified or otherwise identified to our satisfaction, of documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion including: (i) the Registration
Statement; (ii) the Form of Indenture included as an exhibit to the
Registration Statement; (iii) the Form of the Subordinated Debenture
included as an exhibit to the Registration Statement; (iv) the Form of
original Trust Agreement, included as an exhibit to the Registration
Statement; (v) the form of Amended and Restated Trust Agreement included
as an exhibit to the Registration Statement; (vi) the Form of Guarantee
included as an exhibit to the Registration Statement; and (vii) the Form
of Preferred Security Certificate included as an exhibit to the
Registration Statement (collectively the "Documents"). Our opinion is
premised and conditioned on the accuracy of the facts contained in the
Documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as
certified or photostatic copies, the authenticity of the originals of
such latter documents, the genuineness of all signatures and the
correctness of all representations made therein and on the assumption
that the transactions contemplated therein will be consummated in the
manner described therein. In particular, and without limiting the scope
of the preceding sentence, we have assumed for purposes of our opinion
that the trustees of the Trust will conduct the affairs of the Trust in
accordance with the Trust Agreement. We have further assumed that there
are no agreements or understandings contemplated therein other than
those contained in the Documents.
In our examination related to delivery of this opinion, 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 copies and the authenticity of the originals of such
copies. In examining documents executed by parties other than the
Company or the Trust, we have assumed that such parties had the power,
corporate or otherwise, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite
action, corporate or otherwise, and execution and delivery by such
parties of such documents and that, except as set forth in paragraphs
(1) and (2) below, such documents constitute valid and binding
obligations of such parties. In addition, we have assumed that the
Amended and Restated Trust Agreement of the Trust, the Preferred
Securities of the Trust, the Guarantee, the Subordinated Debentures and
the Indenture, when executed, will be executed in substantially the form
reviewed by us. As to any facts material to the opinions expressed
herein which were not independently established or verified, we have
relied upon oral or written statements and representations of officers,
trustees, and other representatives of the Company, the Trust, and
others.
We are members of the bar of the state of Texas, and we express no
opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing and to other
qualifications and limitations set forth herein, we are of the opinion
that:
1. After the Indenture has been duly executed and
delivered, the Subordinated Debentures, when duly executed, delivered,
authenticated and issued in accordance with the Indenture and delivered
and paid for as contemplated by the Registration Statement, will be
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 to the extent that enforcement thereof may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium, or
other similar laws now or hereafter in effect relating to creditors'
rights generally, and (ii) general principles of equity regardless of
whether enforceability is considered in a proceeding at law or in
equity.
2. The Guarantee, when duly executed and delivered by the
parties hereto, will be a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except to
the extent that enforcement thereof may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium, or other similar laws now or
hereafter in effect relating to creditors' rights generally, and (ii)
general principles of equity regardless of whether enforceability is
considered in a proceeding at law or in equity.
2
We hereby consent to the reference to us under the caption
"Validity of Securities" in the Prospectus forming a part of the
Registration Statement and to the inclusion of this legal opinion as an
Exhibit to the Registration Statement.
Very truly yours,
/s/ Jackson Walker L.L.P.
3