EXHIBIT 5
OPINION OF STOLL, KEENON & PARK, LLP
AS TO THE VALIDITY OF THE SHARES
OF FIRST SECURITY BANCORP, INC.
COMMON STOCK BEING REGISTERED
March 23, 2000
First Security Bancorp, Inc.
400 East Main Street
Lexington, KY 40507
Re: 1,000,000 Shares of Common Stock, No Par Value Per Share,
of First Security Bancorp, Inc. a Kentucky Corporation
("Company")
Gentlemen:
The undersigned has participated in the preparation of a registration statement
on Form S-4 (the "Registration Statement") for filing with the Securities and
Exchange Commission in respect to up to 1,000,000 shares of the Company's common
stock, no par value per share ("Common Stock"), to be issued by the Company in
connection with a one bank holding company reorganization of First Security Bank
of Lexington, Inc. (the "Bank").
For purposes of rendering the opinions expressed herein, the undersigned has
examined the Company's articles of incorporation and all amendments thereto; the
Company's bylaws and amendments thereto; and such of the Company's corporate
records as the undersigned has deemed necessary and material to rendering the
undersigned's opinion. The undersigned has relied upon certificates of public
officials and representations of the Company's officials, and has assumed that
all documents examined by the undersigned as originals are authentic, that all
documents submitted to the undersigned as photocopies are exact duplicates of
original documents and that all signatures on all documents are genuine.
Based upon and subject to the foregoing and subsequent assumptions,
qualifications and exceptions, it is the undersigned's opinion that:
1. The Company is a duly organized and validly existing corporation in
good standing under the laws of the Commonwealth of Kentucky and
has all requisite power and authority to issue, sell and deliver
the subject securities, and to carry on its business and own its
property as now conducted; and
2. The shares of Common Stock to be issued by the Company in
accordance with the terms set forth in the Prospectus constituting
a part of the Registration Statement have been duly authorized and,
when (a) the pertinent provisions of the Securities Act of 1933 and
such "blue sky" and securities law provisions as may be applicable
have been complied with and (b) such shares have been duly
delivered to the shareholders of the Bank as contemplated by the
Prospectus, such shares of Common Stock will be legally issued,
fully paid and nonassessable.
The opinions expressed above are limited by the following assumptions,
qualifications and exceptions:
(a) The undersigned is licensed to practice law only in the
Commonwealth of Kentucky and expresses no opinion with respect
to the effect of any laws other than those of the Commonwealth
of Kentucky and of the United States of America;
(b) The opinions stated herein are based upon statutes,
regulations, rules, court decisions and other authorities
existing and effective as of the date of this opinion, and the
undersigned undertakes no responsibility to update or
supplement said opinion in the event of or in response to any
subsequent changes in the law or said authorities, or upon the
occurrence after the date hereof of events or circumstances
that, if occurring prior to the date hereof, might have
resulted in different opinions; and
(c) This opinions is limited to the legal matters expressly set
forth herein, and no opinion is to be implied or inferred
beyond the legal matters expressly so addressed.
The undersigned hereby consents to the undersigned being named as a party
rendering a legal opinion under the caption "Legal Matters" in the Prospectus
constituting part of the Registration Statement. We also hereby consent to the
filing of this opinion with the Securities and Exchange Commission as an exhibit
to the Registration Statement as well as all state regulatory bodies and
jurisdictions where qualification is sought for the sale of the subject
securities.
Very truly yours,
STOLL, KEENON & PARK, LLP
/s/ Stoll, Keenon & Park, LLP
Board of Directors
______________, 2000
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