Attached files
file | filename |
---|---|
8-K - FORM 8-K - QCR HOLDINGS INC | d922948d8k.htm |
EX-1.1 - EX-1.1 - QCR HOLDINGS INC | d922948dex11.htm |
EX-99.1 - EX-99.1 - QCR HOLDINGS INC | d922948dex991.htm |
Exhibit 5.1
BARACK FERRAZZANO KIRSCHBAUM & NAGELBERG LLP
200 WEST MADISON STREET, SUITE 3900
CHICAGO, ILLINOIS 60606
Telephone (312) 984-3100
Facsimile (312) 984-3150
May 7, 2015
QCR Holdings, Inc.
3551 Seventh Street
Moline, Illinois 61265
Re: | QCR Holdings, Inc. |
Form S-3 Registration Statement (File No. 333-197129) |
3,680,000 Shares of Common Stock, Par Value $1.00 Per Share |
Ladies and Gentlemen:
We are counsel to QCR Holdings, Inc., a Delaware corporation (the Company), in connection with the registration under the Securities Act of 1933, as amended (the Securities Act), of up to 3,680,000 shares (the Shares) of common stock of the Company, par value $1.00 per share. The Shares are to be offered and sold by the Company pursuant to a prospectus supplement, dated May 4, 2015 (the Prospectus Supplement), and the accompanying base prospectus, dated July 14, 2014 (the Base Prospectus and, together with the Prospectus Supplement, the Prospectus), that form a part of the Companys effective Registration Statement on Form S-3 (File No. 333-197129) (the Registration Statement) filed with the Securities and Exchange Commission under the Securities Act on June 30, 2014. 480,000 of the Shares are issuable upon exercise of the option by the underwriters to purchase additional shares pursuant to the Underwriting Agreement, dated May 7, 2015 (the Underwriting Agreement), among the Company and the underwriters named on Schedule A of the Underwriting Agreement.
We are familiar with the proceedings taken by the Company in connection with the authorization of the Shares. We have examined such documents, records, and matters of law as we have deemed necessary for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies.
Based upon the foregoing, we are of the opinion that the Shares, when sold and delivered against payment for the Shares pursuant to the Underwriting Agreement and as described in the Registration Statement and Prospectus, will be validly issued, fully paid, and non-assessable.
We express no opinion as to the applicability of, compliance with or effect of, the law of any jurisdiction other than the laws of the State of Delaware and the federal laws of the United States. The opinions expressed above are as of the date of this letter, and we do not assume an obligation to update or supplement those opinions to reflect a fact or circumstance that in the future comes to our attention or a change in law that in the future occurs or becomes effective. This letter is limited to the matters set forth in it, and no opinions are implied or may be inferred beyond those expressly stated above.
BARACK FERRAZZANO KIRSCHBAUM & NAGELBERG LLP
QCR Holdings, Inc.
May 7, 2015
Page 2
We consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K relating to the offer and sale of the Shares, which Form 8-K will be incorporated by reference into the Registration Statement, and to the use of our name under the caption Legal Matters in the Prospectus included in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
This opinion is rendered for the purposes of Part II, Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K and may not be used, quoted, or referred to or filed for any other purpose without our prior written permission.
Very truly yours,
/s/ Barack Ferrazzano Kirschbaum &
Nagelberg LLP