EXHIBIT 5 LEGAL OPINION
Published on
Exhibit 5
LATHROP & GAGE L.C.
LAW OFFICES
2345 Grand Boulevard 1050/40 Corporate Woods
Suite 2500 9401 Indian Creek Parkway
Kansas City, Missouri 64108-2684 Overland Park, Kansas 66210-2007
816-292-2000, Fax 816-292-2001 816-292-2000, Fax 913-451-0875
John H. Calvert
816-460-5807
jcalvert@lathropgage.com or 72741.3656@compuserve.com
May 4, 1998
Board of Directors
Midwest Grain Products, Inc.
1300 Main Street,
P.O. Box 130
Atchison Mission, Kansas 66002
Gentlemen,
This relates to the legality of the shares of Midwest Grain Products, Inc
(the "Company") common stock, no par value, to be distributed pursuant to the
Midwest Grain Products, Inc. Stock Incentive Plan of 1996 (the 1996 Plan"), 1998
Stock Incentive Plan for Salaried Employees (the "1998 Plan") and the 1996 Stock
Option Plan for Outside Directors (the "Directors' Plan" with all the plans
collectively, the "Plans"), which shares of Common Stock you are seeking to
register with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended on Form S-8 (the "Registration Statement").
We have acted as counsel to the Company in connection with the adoption of
the Plans, the authorization and issuance of the Company's Common Stock and the
registration of shares of Common Stock of the Company under the Registration
Statement.
In rendering the opinions hereinafter expressed, we have examined and
relied upon such records, documents, instruments, certificates of public
officials, and certificates of officers of the Company, as we have deemed
appropriate, including the Registration Statement, the Plan, resolutions
authorizing the Plans, and copies of the Articles of Incorporation and Bylaws of
the Company.
Our opinions below are limited to the matters expressly set forth in this
opinion letter, and no opinion is to be implied or may be inferred beyond the
matters expressly so stated.
We disclaim any obligation to update this opinion letter for events
occurring after the date of this opinion letter.
Our opinions below are limited to the effect of the laws of the state of
Kansas and the Federal laws of the United States. We express no opinion with
respect to the effect of the laws of any other jurisdiction on the transactions
contemplated by the Registration Statement or the Plans.
May 4, 1998
Page 2
Based on the foregoing, it is our opinion that:
(1) the 1996 Plan and the Directors' Plan have been duly adopted by the
Company and approved by the Stockholders of the Company and the 1998 Plan has
been duly adopted by the Board of Directors of the Company, subject to
subsequent stockholder approval;
(2) if authorized but previously unissued shares of Common Stock of the
Company or issued shares of Common Stock that are held by the Company in its
treasury shall be issued by the Company pursuant to the 1996 Plan or the
Directors' Plan in accordance with the terms thereof, and the said shares shall
be distributed to the participants in the Plan pursuant to the provisions
thereof, the said shares of Common Stock will be legally issued, validly
outstanding, and fully paid and non-assessable.
(3) if authorized but previously unissued shares of Common Stock of the
Company or issued shares of Common Stock that are held by the Company in its
treasury shall be issued by the Company pursuant to the 1998 Plan in accordance
with the terms thereof, and the said shares shall be distrib uted to the
participants in the Plan pursuant to the provisions thereof, and if the 1998
Plan is approved by stockholders of the Company prior to such issuance, the said
shares of Common Stock will be legally issued, validly outstanding, and fully
paid and non-assessable.
We hereby consent to be named, in the Registration Statement, and
amendments thereto, by which the securities to be issued pursuant to the Plan
are registered with the Securities and Exchange Commission, and in any
prospectus relating to the Plan, as counsel for the Company who has passed upon
the legality of the securities registered thereby. We further consent to the
filing of this opinion as an exhibit to the registration statement.
Very truly yours,
LATHROP & GAGE L.C.
By: s/John H. Calvert
John H. Calvert