EXHIBIT 5
April 26, 2018
Republic Bancorp, Inc.
601 West Market Street
Louisville, KY 40202-2700
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Republic Bancorp, Inc., a Kentucky corporation, (the “Company”), for the purpose of issuing this opinion in connection with the registration of deferred compensation obligations (the “Obligations”) of the Company and its subsidiaries pursuant to the Form S-8 Registration Statement filed on or about the date hereof by the Company under the Securities Act of 1933, as amended, to which this opinion is an exhibit. The Obligations will arise under the Republic Bancorp, Inc. Non-Employee Director and Key Employee Deferred Compensation Plan (the “Plan”).
As counsel, we have examined originals, or copies certified to our satisfaction, of (i) the Articles of Incorporation of the Company, (ii) the Bylaws of the Company, (iii) such records of the corporate proceedings of the Company as we have deemed material for the purposes of this opinion, (iv) the Registration Statement and the exhibits thereto, (v) certificates of public officials and corporate officers and representatives, and (vi) such other certificates, receipts, records and documents as we have deemed necessary or advisable for the purposes of this opinion.
Based upon and subject to the foregoing, we are of the opinion that when the Obligations are issued pursuant to the terms of the Plan, and assuming the continued updating and effectiveness of the Registration Statement and the completion of any necessary action to permit such issuance to be carried out in accordance with applicable securities laws, they will be valid and binding general unsecured obligations of the Company and its subsidiaries, as applicable, enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditor’s rights or general equity principles.
The opinion expressed in this letter is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated. This opinion is given as of the date first set forth above, and we assume no obligation to update this opinion.
This opinion is based solely on the laws of the Commonwealth of Kentucky and the laws of the United States of America, and we express no opinion as to the laws of any other jurisdiction.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, including amendments thereto.
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Very truly yours, |
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/s/ Frost Brown Todd LLC Frost Brown Todd LLC |
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