0001193125-03-022207 Sample Contracts

July 15, 2003
Merger Agreement • July 22nd, 2003 • Merchants & Manufacturers Bancorporation Inc • State commercial banks

We have acted as counsel to Random Lake Bancorp Limited, a Wisconsin corporation ("Target"), in connection with the proposed merger (the "Merger") of Target with and into Merchants Merger Corp., a Wisconsin corporation ("Sub"), pursuant to the terms of the Agreement and Plan of Merger dated as of April 24, 2003 (the "Agreement") by and among Merchants and Manufacturers Bancorporation, Inc., a Wisconsin corporation ("Parent"), Target, and Sub, as described in the Registration Statement on Form S-4 to be filed by Parent with the Securities and Exchange Commission (the "Registration Statement"). This opinion is being rendered pursuant to the Agreement and your request. All capitalized terms, unless otherwise specified, have the meanings assigned to them in the Registration Statement.

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