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EXHIBIT 5
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Armstrong, Teasdale, Schlafly & Xxxxx
A Partnership Including Professional Corporations
Attorneys and Counselors
Xxx Xxxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xx. Xxxxx, Xxxxxxxx 00000-0000
(000) 000-0000
Fax: (000) 000-0000
Kansas City, Missouri
Belleville, Illinois
Olathe, Kansas
January 14, 1998
Board of Directors
Cass Commercial Corporation
00000 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Gentlemen:
In our capacity as counsel for Cass Commercial Corporation, a Missouri
corporation (the "Company"), we have examined the Registration Statement on
Form S-8 (the "Registration Statement") in form as proposed to be filed by the
Company with the Securities and Exchange Commission under the provisions of
the Securities Act of 1933, as amended, on or about January 15, 1998 relating
to up to 200,000 shares of common stock, par value $0.50 per share (the
"Company Common Stock"), to be offered by the Company pursuant to the
Registration Statement in connection with the Company's 1995 Performance-Based
Stock Option Plan (the "Plan"). In this connection, we have examined such
records, documents and proceedings as we deem relevant and necessary as a
basis for the opinion expressed herein.
Upon the basis of the foregoing, we are of the opinion that the shares
of Company Common Stock referred to above have been duly and validly
authorized and, when issued pursuant to the provisions of the Plan, will be
duly and validly issued, fully paid and non-assessable.
We hereby consent to filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
s/ARMSTRONG, TEASDALE,
SCHLAFLY & XXXXX
