Jenkens & Gilchrist
A PROFESSIONAL CORPORATION
1919 PENNSYLVANIA AVENUE N.W. AUSTIN, TEXAS
SUITE 600 (512) 499-3800
WASHINGTON, D.C. 20006
CHICAGO, ILLINOIS
(202) 326-1500 (312) 425-3900
FACSIMILE (202) 326-1555
DALLAS, TEXAS
(214) 855-4500
HOUSTON, TEXAS
(713) 951-3300
LOS ANGELES, CALIFORNIA
Kip A. Weissman (310) 820-8800
(202) 326-1520
kweissman@jenkens.com May 16, 2003 NEW YORK, NEW YORK
(212) 704-6000
PASADENA, CALIFORNIA
(626) 578-7400
SAN ANTONIO, TEXAS
Board of Directors (210) 246-5000
Classic Bancshares, Inc.
344 Seventeenth Street
Ashland, Kentucky 41101
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel for Classic Bancshares, Inc., a
Delaware corporation (the "Company"), in connection with the registration
statement on Form S-4 (the "Registration Statement") initially filed on April
14, 2003, by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), and the regulations promulgated
thereunder.
The Registration Statement related to the proposed issuance by the
Company of 226,615 shares (the "Shares") of common stock, $0.01 par value per
share, of the Company ("CLAS Common Stock"), pursuant to the Agreement and Plan
of Merger, dated as of December 30, 2002, (the "Agreement"), by and between the
Company and First Federal Financial Bancorp, Inc. ("FFFB").
The Agreement provides for the merger (the "Merger") of FFFB with and
into the Company, with the Company as the surviving corporation. The
Registration Statement contains a proxy statement/prospectus to be furnished to
the stockholders of the Company and FFFB in connection with their consideration
of the Merger. In preparation of this option, we have examined originals or
copies identified to our satisfaction of: (i) the Certificate of Incorporation
of the Company, as filed with the State of Delaware; (ii) the Bylaws of the
Company; (iii) certain resolutions of the Board of Directors of the Company
relating to the issuance of the Company's Common Stock being registered under
the Registration Statement; (iv) the Agreement; and (v) the Registration
Statement, including the proxy statement-prospectus contained therein and the
exhibits thereto. We have also examined originals or copies of such documents,
corporate records, certificates of public officials
Jenkens & Gilchrist
A PROFESSIONAL CORPORATION
Board of Directors
May 16, 2003
Page 2
and other instruments, and have conducted such other investigations of law and
fact, as we have deemed necessary or advisable for purposes of our opinion.
In our examination, we have assumed, without investigation, the
genuineness of all signatures, the authenticity of all documents and instruments
submitted to us as originals, the conformity to the originals of all documents
and instruments submitted to us as certified or conformed copies, the
correctness of all certificates, and the accuracy and completeness of all
records, documents, instruments and materials made available to us by the
Company.
Our opinion is limited to the matters set forth herein, and we
express no opinion other than as expressly set forth herein. In rendering the
opinion set forth below, we do not express any opinion concerning law other than
the corporate law of the State of Delaware. Our opinion is expressed as of the
date hereof and is based on laws currently in effect. Accordingly, the
conclusions set forth in this opinion are subject to change in the event that
any laws should change or be enacted in the future. We are under no obligation
to update this opinion or to otherwise communicate with you in the event of any
such change.
For purposed of this opinion, we have assumed that, prior to the
issuance of any shares, (i) the Registration Statement, as finally amended, will
have become effective under the Act and (ii) the Merger will have become
effective. Based upon and subject to the forgoing, it is our opinion that the
Shares, when issued in accordance with the terms of the Agreement upon
consummation of the Merger contemplated herein, will be validly issued, fully
paid and unassessable.
Certain provisions of the Certificates of Incorporation may not be
given effect by a court applying Delaware law but in our opinion the failure to
give effect to such provisions will not affect the duly authorized, validly
issued, fully paid and nonassessable status of the Shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the proxy statement-prospectus forming a part of the
Registration Statement. In giving such consent, we do not hereby admit that we
are experts or are otherwise within the category of persons whose consent is
required under Section 7 of the Act or the rules or regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/S/ JENKENS & GILCHRIST, PC
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JENKENS & GILCHRIST, PC