VEDDER PRICE                           VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                                       222 NORTH LASALLE STREET
                                       CHICAGO, ILLINOIS 60601-1003
                                       312-609-7500
                                       FACSIMILE: 312-609-5005

                                       A PARTNERSHIP INCLUDING VEDDER, PRICE,
                                       KAUFMAN & KAMMHOLZ, P.C.
                                       WITH OFFICES IN CHICAGO AND NEW YORK CITY




                                       April 25, 2003




PrivateBancorp, Inc.
Ten North Dearborn Street
Chicago, Illinois  60602

         Re:      Registration Statement on Form S-3
                  ----------------------------------

Ladies and Gentlemen:

         We are acting as special counsel to PrivateBancorp, Inc., a Delaware
corporation (the "Company"), in connection with the filing with the Securities
and Exchange Commission of a Registration Statement on Form S-3 (the
"Registration Statement") filed by the Company on April 25, 2003 for the
purposes of registering under the Securities Act of 1933 up to 1,500,000 shares
of the Company's common stock, without par value (the "Common Stock"), including
up to an additional 225,000 shares subject to the Underwriters' over-allotment
option.

         In connection with our opinion, we have examined originals, or copies,
certified or otherwise identified to our satisfaction, of the Registration
Statement, the Amended and Restated Certificate of Incorporation and the Amended
and Restated By-Laws of the Company, as well as such other corporate records,
documents and other papers as we deemed necessary to examine for purposes of
this opinion. We have assumed the authenticity, accuracy and completeness of all
documents submitted to us as originals, the conformity to authentic original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the genuineness of all signatures.

         Based on the foregoing, we are of the opinion that the 1,725,000 shares
of Common Stock that may be offered and sold pursuant to and in accordance with
the Registration Statement (including the additional 225,000 shares subject to
the over-allotment option) are duly authorized and if and when so sold will be
duly and validly issued by the Company and will be fully paid and nonassessable
shares of Common Stock.

         We are duly licensed to practice law in the State of Illinois and in
rendering the opinion set forth herein, we express no opinion as to the laws of
any jurisdiction other than the laws of the State of Illinois and the Delaware
General Corporation Law, as currently in effect.





PrivateBancorp, Inc.
April 25, 2003
Page 2


         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus included therein.

                                       Very truly yours,

                                       /s/ Vedder, Price, Kaufman & Kammholz
                                      ------------------------------------------