EX-5.1 2 k86029exv5w1.txt OPINION OF DICKINSON WRIGHT PLLC [DICKINSON WRIGHT PLLC LOGO] 500 WOODWARD AVENUE, SUITE 4000 DETROIT, MICHIGAN 48226-3425 Telephone: (313) 223-3500 Facsimile: (313) 223-3598 http://www.dickinsonwright.com June 25, 2004 EXHIBIT 5.1 ----------- Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549 RE: DEARBORN BANCORP, INC. REGISTRATION STATEMENT ON FORM S-2 Ladies and Gentlemen: We represent Dearborn Bancorp, Inc., a Michigan corporation (the "Company"), with respect to the above-captioned registration statement on Form S-2 (the "Registration Statement") filed pursuant to the Securities Act of 1933 (the "Act") to register 1,322,500 shares of the Company's common stock ("Common Stock"). As counsel for the Company, we are familiar with its Articles of Incorporation and Bylaws and have reviewed the various proceedings taken by the Company to authorize the issuance of the Common Stock to be sold pursuant to the Registration Statement. We have also reviewed and assisted in preparing the Registration Statement. In our review, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photo static copies and the authenticity of the originals of such copies. On the basis of the foregoing, we are of the opinion that when the Registration Statement has become effective under the Act, the shares of Common Stock that are the subject of the Registration Statement will, when issued upon payment of the purchase price therefore to the Company, be validly issued, fully paid and nonassessable. COUNSELLORS AT LAW Detroit Bloomfield Hills Lansing Grand Rapids Ann Arbor Washington, D.C. Dickinson Wright PLLC Securities and Exchange Commission June 25, 2004 Page 2 We consent to the use of this opinion as an exhibit to the Registration Statement on Form S-2 covering the Common Stock to be issued, and to the use of our name under the heading "Legal Matters" in the prospectus included in the Registration Statement. Very truly yours, /s/ Dickinson Wright PLLC COUNSELLORS AT LAW Detroit Bloomfield Hills Lansing Grand Rapids Ann Arbor Washington, D.C.