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EXHIBIT 5
XXXX & XXXXXX
(A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS)
POST OFFICE BOX 830719 WRITER'S OFFICE:
XXXX X. XXXXXXXXXX BIRMINGHAM, ALABAMA 35283-0719 SUITE 3100, SOUTHTRUST TOWER
DIRECT DIAL (000) 000-0000 (000) 000-0000 000 XXXXX XXXXXXXXX XXXXXX
XXXXXXXXXX, XXXXXXX 00000
FACSIMILE (000) 000-0000
DRAFT
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Board of Directors
MAIC Holding, Inc.
RE: AGREEMENT AND PLAN OF MERGER BETWEEN MOMED HOLDING COMPANY, MAIC HOLDING
INC, AND MOMED ACQUISITION, INC. (THE "AGREEMENT AND PLAN OF MERGER")
Gentlemen:
As counsel to MAIC Holdings, Inc. ("MAIC Holdings"), we have been
requested to render the following opinion to you with regard to the proposed
merger of MOMED Holding Company, a Missouri corporation ("MOMED") with and into
MOMED Acquisition, Inc., a Missouri corporation ("MOMED Acquisition") and a
wholly-owned subsidiary of MAIC Holdings ("the "Merger"). As contemplated by
the Agreement and Plan of Merger between MAIC Holdings, MOMED and MOMED
Acquisition, the holders of the issued and outstanding shares of the Class A
Common Stock of MOMED shall, subject to the terms and conditions set forth in
the Agreement and Plan of Merger, have the right to elect to have each of such
holders' shares converted as of the effective time of the Merger into up to
396,852 shares of Common Stock of MAIC Holdings.
In connection with this opinion, we have reviewed the following: (i) the
Agreement and Plan of Merger; (ii) Order of the Missouri Insurance Commissioner
dated August 13, 1996, approving the Merger and the Form A Statement Regarding
the Acquisition of Control of or Merger with a Domestic Insurer filed by MAIC
Holdings with the Missouri Department of Insurance on July 8, 1996; (iii)
Solicitation Permit issued by the Alabama Commissioner of Insurance to MAIC
Holdings on ______________, 1996; (iv) Registration Statement of MAIC Holdings
on Form S-4, Commission filed No. ______________ (Including all exhibits
thereto) (the "Registration Statement"); (v) Resolutions of the Board of
Directors MAIC Holdings adopted June 21, 1996, relating to the approval of the
Agreement and Plan of Merger and the filing of the Registration Statement on
Form S-4 with the Securities and Exchange Commission; (vi) Resolutions of the
Board of Directors of MOMED dated July 26, 1996, relating to the approval of
the Agreement and Plan of Merger and the submission of the Agreement and Plan
of Merger for approval at a special meeting of the
SUITE 1800, ONE GEORGIA CENTER SUITE 0000, XXXXXXXXXX TOWER SUITE 204, REGENCY CENTER
000 XXXX XXXXXXXXX XXXXXX 000 XXXXX XXXXXXXXX XXXXXX 000 XXXXXXXX XXXXXX
XXXXXXX, XXXXXXX 00000 XXXXXXXXXX, XXXXXXX 00000 XXXXXXXXXX, XXXXXXX 00000
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XXXX & XXXXXX
Board of Directors
October __, 1996
Page No. 2
___________________________
shareholder of MOMED Holding Company; (vii) a copy of the Certificate of
Incorporation and Bylaws of MAIC Holdings; and (viii) Certificate of Good
Standing with respect to MAIC Holdings issued by the Secretary of State of
Delaware on September 30, 1996. In addition, we have considered such matters of
law as we have deemed appropriate as a basis for our opinion set forth below.
In rendering the opinion set forth herein, we have relied upon, and
assumed the accuracy of these certificates and other statements, documents,
records, and papers with respect to the factual matters set forth herein, and we
assume the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as certified or photostatic copies in the legal
capacity of all natural persons.
Based on the foregoing, we are the opinion, as of the date hereof:
1. MAIC Holdings is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and has all
requisite corporate power to own, lease and operate its properties and to carry
on its business as now being conducted;
2. The shares of MAIC Holdings common stock to be issued as
consideration pursuant to the Agreement and Plan of Merger have been duly
authorized and, when so issued, will be validly issued, fully paid and
non-assessable.
The law covered by the opinions expressed herein is limited to the
Federal law of the United States, the law of the State of Alabama and corporate
laws of the State of Delaware;
This letter may be relied upon by you only in connection with the
offering of common stock contemplated by the Agreement and Plan of Merger and
may not be used or relied upon by any other person for any purpose whatsoever,
other than in connection with the regulatory requirements or response to court
order, without in each instance, our prior written consent.
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XXXX & XXXXXX
Board of Directors
October __, 1996
Page No. 3
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We consent to the reference of our firm under the caption "Legal" in the
Registration Statement (Form S-4) and related Prospectus of MAIC Holdings, Inc.,
Commission File No. _________.
Very truly yours,
Xxxx & Xxxxxx
