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EX-5.1 - EXHIBIT 5.1 - MB FINANCIAL INC /MDexhibit51sfttopinion.htm




 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

_______________________

FORM 8-K

_______________________ 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2014
_______________________
MB FINANCIAL, INC.
(Exact name of registrant as specified in its charter)

 _______________________
 
 
 
 
Maryland
001-36599
36-4460265
(State or other jurisdiction
of incorporation)
(Commission File No.)
(IRS Employer
Identification No.)
 
 
 
800 West Madison Street, Chicago, Illinois
60607
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (888) 422-6562
N/A
(Former name or former address, if changed since last report)

_______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




 
 






Item 8.01 Other Events

On November 13, 2014, MB Financial, Inc., a Maryland corporation (the “Company”), filed a prospectus supplement to the prospectus included in its registration statement on Form S-3 (File No. 333-199823) with the Securities and Exchange Commission.  The prospectus supplement was filed in connection with the Company’s Dividend Reinvestment and Stock Purchase Plan.

In connection with the filing of the prospectus supplement, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Silver, Freedman, Taff & Tiernan LLP, regarding the legality of the shares being offered by the prospectus supplement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

The following exhibit is being filed herewith:

5.1    Opinion of Silver, Freedman, Taff & Tiernan LLP
23.1    Consent of Silver, Freedman, Taff & Tiernan LLP (included in Exhibit 5.1)







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
MB FINANCIAL, INC.
 
 
 
 
Date: November 13, 2014
 
By:
/s/Jill E. York
 
 
 
Jill E. York
 
 
 
Vice President and Chief Financial Officer
 
 
 
 
 







EXHIBIT INDEX

Exhibit No.        Description

5.1
Opinion of Silver, Freedman, Taff & Tiernan LLP

23.1
Consent of Silver, Freedman, Taff & Tiernan LLP (included in Exhibit 5.1)