EX-5 2 exh5.htm OPINION OF GODFREY & KAHN S.C.


Exhibit 5


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780 NORTH WATER STREET

MILWAUKEE, WISCONSIN 53202-3590


Tel 414-273-3500    Fax 414-273-5198


www.GKLAW.COM


November 19, 2015

Associated Banc-Corp

433 Main Street

Green Bay, Wisconsin  54301

Ladies and Gentlemen:

We have acted as your counsel in connection with the issuance by Associated Banc-Corp, a Wisconsin corporation (the “Company”), of up to 425,000 shares of common stock, $0.01 par value (the “Shares”), pursuant to the Associated Banc-Corp Employee Stock Purchase Plan (the “Plan”), as described in the Company’s prospectus dated November 19, 2015 (the “Prospectus”) relating to the Company’s Registration Statement on Form S-8, to be filed with the Securities and Exchange Commission on November 19, 2015 (the “Registration Statement”).

We have examined:  (a) the Plan, the Prospectus and the Registration Statement, (b) the Company’s Articles of Incorporation and Amended and Restated Bylaws, each as amended to date, (c) certain resolutions of the Company’s Board of Directors, and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Godfrey & Kahn, S.C.

GODFREY & KAHN, S.C.



OFFICES IN MILWAUKEE, MADISON, WAUKESHA, GREEN BAY AND APPLETON, WISCONSIN AND WASHINGTON, D.C.

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