hb_s3ex51.htm

We have acted as counsel to Horizon Bancorp, an Indiana corporation (the “Company”), in connection with its filing of a Registration Statement on Form S-3 (the “Registration Statement”), including the prospectus constituting a part thereof (the “Prospectus”), to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). The Company has requested that we render this opinion in connection with the filing of the Registration Statement.

The Common Stock, Preferred Stock, Debt Securities, Depositary Shares, Warrants, Rights, Units and Purchase Contracts are collectively referred to herein as the “Securities.” The Registration Statement, and the Prospectus included therein, provide that the Securities may be offered separately, or together, in separate series, in amounts, at prices and on terms to be set forth in one or more supplements to the Prospectus (each, a “Prospectus Supplement”).

Registration Statement; (ii) the forms of indenture; (iii) the Company’s Articles of Incorporation, as amended and restated; (iv) the Company’s Bylaws, as amended and restated; (v) corporate proceedings of the Company relating to the Registration Statement and the transactions contemplated thereby; and (vi) such other agreements, proceedings, documents and records and such matters of law as we have deemed necessary or appropriate to enable us to render this opinion. As to certain facts material to our opinion, we have relied, to the extent we deem such reliance proper, upon certificates of public officials and officers of the Company.

In rendering this opinion, we have assumed that, upon the issuance of any of the Common Stock and/or Preferred Stock that may be offered and sold under the Registration Statement, (i) the total number of issued and outstanding Common Stock and/or Preferred Stock (as the case may be) after giving effect to such issuance would not exceed the total number of shares of Common Stock and/or Preferred Stock (as the case may be) that the Company is then authorized to issue under its Articles of Incorporation, as they may then be amended, and (ii) with respect to any issuance of Preferred Stock, the total number of issued and outstanding shares of the applicable series of Preferred Stock (after giving effect to such issuance) would not exceed the total number of shares of such series of Preferred Stock that the Company is then authorized to issue under its articles of incorporation, as they may then be amended.

We have also assumed the genuineness of signatures, the authenticity, accuracy and completeness of all documents, records and certificates submitted to us as originals, the conformity to the originals of all documents, records and certificates submitted to us as copies and the authenticity, accuracy and completeness of the originals of all documents, records and certificates submitted to us as copies.

except with respect to shares of Common Stock that are issuable upon (x) the conversion or exchange of Securities that are by their terms convertible or exchangeable (“Convertible Securities”) or (y) the settlement of Purchase Contracts or Units, when (a) all necessary corporate action to authorize and approve the issuance of the Common Stock has been taken and (b) the shares of Common Stock are issued, sold and delivered in the manner contemplated by the Registration Statement against delivery of applicable consideration, the shares of Common Stock will be validly issued, fully paid and nonassessable;

with respect to shares of Common Stock that are issuable upon the conversion or exchange of Convertible Securities that are by their terms convertible or exchangeable into Common Stock, when (a) all necessary corporate action to authorize and approve the issuance of the shares of Common Stock upon conversion or exchange of the Convertible Securities has been taken, (b) such Convertible Securities have been converted or exchanged in accordance with their terms, and (c) the shares of Common Stock are issued and delivered as contemplated thereby, such Common Stock will be validly issued, fully paid and nonassessable;

with respect to shares of Common Stock that are issuable upon settlement of Purchase Contracts or Units comprised of Common Stock and any one or more other Securities, when (a) all necessary corporate action to authorize and approve the issuance of the shares of Common Stock upon settlement of the Purchase Contracts or Units has been taken, (b) such Purchase Contracts or Units have been settled in accordance with their terms and (c) the shares of Common Stock are issued and delivered as contemplated thereby, such shares of Common Stock will be validly issued, fully paid and nonassessable;

except with respect to shares of Preferred Stock that are issuable upon (x) the conversion or exchange of Convertible Securities or (y) the settlement of Purchase Contracts or Units, when (a) all necessary corporate action has been taken approving and authorizing the issuance of the Preferred Stock (including the establishment of the terms thereof), (b) the applicable articles of amendment have been duly filed with the Secretary of State of the

State of Indiana and (c) the shares of Preferred Stock are issued, sold and delivered in the manner contemplated by the Registration Statement against delivery of the applicable consideration, the shares of Preferred Stock will be validly issued, fully paid and nonassessable;

with respect to Preferred Stock that are issuable upon the conversion of Convertible Securities that are by their terms convertible or exchangeable, when (a) all necessary corporate action has been taken approving and authorizing the issuance of the shares of Preferred Stock (including the establishment of the terms thereof) upon conversion or exchange of Convertible Securities, (b) the applicable articles of amendment have been duly filed with the Secretary of State of the State of Indiana and (c) such Convertible Securities have been converted or exchanged in accordance with their terms, such shares of Preferred Stock will be duly authorized, validly issued, fully paid and nonassessable;

with respect to shares of Preferred Stock that are issuable upon settlement of Purchase Contracts or Units that are comprised of shares of Preferred Stock and any one or more other Securities, when (a) all necessary corporate action has been taken approving and authorizing the issuance of the shares of Preferred Stock (including the establishment of the terms thereof) upon settlement of Purchase Contracts or Units, (b) the applicable articles of amendment have been duly filed with the Secretary of State of the State of Indiana and (c) such Purchase Contracts or Units have been settled in accordance with their terms, such shares of Preferred Stock will be validly issued, fully paid and nonassessable;

when (a) the terms of the applicable Debt Securities and of their issuance and sale have been duly established in conformity with the applicable Indenture, (b) the applicable Indenture and any supplement thereto have been duly authorized, executed and delivered between the Company and an eligible Trustee, (c) such Debt Securities have been duly executed, authenticated, and delivered in accordance with the applicable Indenture and supplement, and (d) such Debt Securities have been issued and sold in the manner contemplated by the Registration Statement against delivery of applicable consideration, the Debt Securities so issued (including any Debt Securities issued in settlement of Purchase Contracts or Units) will constitute valid and binding obligations of the Company;

when (a) all necessary corporate action to approve the execution and delivery of a deposit agreement relating to the Depositary Shares (the “Deposit Agreement”) with a bank or trust company selected by the Company to act as depositary thereunder (the “Depositary”), (b) the Deposit Agreement has been duly authorized, executed and delivered by each of the parties thereto, (c) the terms of the Depositary Shares and of their issuance and sale have been duly established in conformity with the Deposit Agreement, (d) the shares of Preferred Stock represented by the Depositary Shares have been duly authorized, validly issued, fully paid and delivered to the Depositary, and (e) the Depositary Receipts evidencing the Depositary Shares have been executed and countersigned in accordance with the Depositary Agreement and issued against deposit of the shares of Preferred Stock as contemplated by the Registration Statement and the Depositary Agreement, the Depositary Receipts will constitute valid and binding obligations of the Company and will entitle the holders thereof to the rights specified in the Depositary Shares and the Depositary Agreement;

when (a) all necessary corporate action to approve and authorize the execution and delivery of a warrant agreement that conforms in all material respects to the description thereof in the Registration Statement (the “Warrant Agreement”) has been taken, (b) such Warrant Agreement has been duly authorized, executed and delivered by each of the parties thereto, (c) the terms of the Warrants and of their issuance and sale have been

duly established in conformity with the Warrant Agreement, and (d) the Warrants have been duly executed and countersigned in accordance with the Warrant Agreement and issued and sold, against delivery of the applicable consideration, the Warrants will constitute valid and binding obligations of the Company;

10.

when (a) all necessary corporate action to approve and authorize the form, terms, issuance and delivery of any agreement relating to the Rights (the “Rights Agreement”), (b) such Rights Agreement has been duly authorized, executed and delivered by the Company and the rights agent, and (c) the instruments representing such Rights have been duly authenticated by the rights agent and duly executed and delivered by the Company against payment therefor in accordance with the terms of the Rights Agreement and as contemplated by the Registration Statement, such Rights will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms;

11.

when (a) all necessary corporate action to approve and authorize the issuance of Units, including the component Securities contained therein, and the documents evidencing and used in connection with the issuance and sale of Units, which documents conform in all material respects to the description thereof in the Registration Statement (the “Unit Documents”) has been taken, (b) the Units and the Unit Documents have been executed and delivered by each of the parties thereto in accordance with their respective terms and provisions, (c) the terms of the Units and of their issuance and sale have been duly established in conformity with the Unit Documents, and (d) the Units have been issued and sold as contemplated in the Unit Documents, against delivery of the applicable consideration, the Units will constitute valid and binding obligations of the Company; and

12.

when (a) all necessary corporate action to approve and authorize the execution and delivery of Purchase Contracts that conform in all material respects to the description thereof in the Registration Statement has been taken, (b) such Purchase Contracts have been duly authorized, executed and delivered by each of the parties thereto, (c) the terms of such Purchase Contracts and the underlying Securities relating thereto and of their issuance and sale have been duly established, and (d) such Purchase Contracts have been issued and sold, against delivery of the applicable consideration, the Purchase Contracts will constitute valid and binding obligations of the Company.

Insofar as the opinions expressed above relate to the validity, binding effect or enforceability of any agreement or obligation of the Company, such opinions are subject to applicable bankruptcy, reorganization, insolvency, receivership, conservatorship, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies and to the application of principles of public policy.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of our name therein and in the related Prospectus and any Prospectus Supplement under the caption “Legal Matters.” In giving such consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.


	Very truly yours,
	/s/ Barnes & Thornburg LLP
	BARNES & THORNBURG LLP