Exhibit
5
- Opinion of Stoll Keenon Ogden PLLC
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
D.C. 20549
RE:
Community Bank Shares of Indiana, Inc. Registration Statement, as amended
by
Post-Effective Amendment No. 1 (Reg. Statement No. 333-133745) (the “Registration
Statement”)
Ladies
and Gentlemen:
We
are
acting as counsel to Community Bank Shares of Indiana, Inc., an Indiana
corporation (the “Company”), in connection with the issuance and sale by the
Company of shares (the “Shares”) of its common stock, $0.10 par value per share
(the “Common Stock”), under the terms of that certain Agreement and Plan of
Merger, dated February 15, 2006, as amended by Amendment No. 1 dated as
of
February 20, 2006, and Amendment No. 2 dated as of May 11, 2006, and included
as
Appendix A to the proxy statement-prospectus in the Registration Statement
(as
amended, the “Merger Agreement”). The Registration Statement on Form S-4 with
respect to the Shares has been filed by the Company with the Securities
and
Exchange Commission.
In
our
capacity as counsel to the Company, we have familiarized ourselves with the
corporate affairs of the Company and are familiar with the actions taken by
the
Company in connection with the aforementioned issuance and sale. We have
examined the original or certified copies of all such records of the Company
and
all such agreements, certificates of public officials, certificates of officers
or representatives of the Company and others and such other documents as we
deem
relevant and necessary as a basis for the opinions hereinafter expressed. In
such examination we have assumed the genuineness of all signatures on original
documents and the conformity to original documents of all copies submitted
to us
as conformed or photostatic copies. As to various questions of fact material
to
such opinions, we have relied upon statements or certificates of officials
and
representatives of the Company and others.
Based
upon the foregoing, it is our opinion that:
1.
The
Company is a corporation validly existing under the laws of the State of
Indiana.
Securities
and Exchange Commission
Page
2
2.
The
Shares have been legally authorized by the Company and will, when exchanged
for
shares of common stock in The Bancshares, Inc., an Indiana corporation, pursuant
to the terms of the Merger Agreement, be legally issued, fully paid and
non-assessable shares of the Company’s Common Stock.
We
hereby
consent to the filing of this opinion as an Exhibit to the Registration
Statement. We also hereby consent to the use of our name under “Legal Matters”
in the Prospectus constituting part of the Registration Statement.
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Very
truly yours,
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/s/
STOLL KEENON OGDEN PLLC
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