Iwc Resources Corp – ‘S-3D/A’ on 8/30/94 – EX-5

As of:  Tuesday, 8/30/94   ·   Accession #:  911916-94-96   ·   File #:  33-54613

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Amendment to Registration of Securities Pursuant to Dividend or Interest Reinvestment Plan   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3D/A      Iwc/R Amendment No. 1 to Form S-3                     27     97K 
 2: EX-5        Baker & Daniels' Opinion Letter (Exh. 5)               2      9K 

EX-5   —   Baker & Daniels’ Opinion Letter (Exh. 5)

EX-5
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BAKER & DANIELS             
300 North Meridian Street, Suite 2700             
Indianapolis, Indiana  46204              
(317) 237-0300              

August 29, 1994                                                             

IWC Resources Corporation                                                   
1220 Waterway Boulevard                                                     
Indianapolis, Indiana 46202                                                 

Ladies and Gentlemen:                                                       

We have acted as counsel to IWC Resources Corporation, an             
Indiana corporation (the "Company"), in connection with the                 
proposed issuance and sale by it of up to 500,000 shares of its             
common stock ("Common Shares") to participants in the Company's             
proposed "Dividend Reinvestment and Share Purchase Plan." In                
connection with this opinion letter, we have examined the                   
Company's Registration Statement on Form S-3 relating to the                
Common Shares, as amended by Amendment No. 1 thereto (the                   
"Registration Statement"), and originals or copies, identified              
to our satisfaction, of such documents, corporate records,                  
instruments and other relevant materials as we deemed                       
advisable, and we have made such examination of statutes and                
decisions and reviewed such questions of law as we have                     
considered necessary or appropriate.                                        

In making our examination of documents, 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 copies; and the authenticity of                
the originals of such copies. As to facts material to this                  
opinion, we have relied upon certificates, statements or                    
representations of public officials, of officers and                        
representatives of the Company and of others, without any                   
independent verification thereof.                                           

The laws covered by the opinions expressed herein are                 
limited to the federal laws of the United States and the laws               
of the State of Indiana.                                                    

EX-5
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Based upon and subject to the foregoing, we are of the                
opinion that:                                                               

1.   The Company is existing as a corporation under the laws          
of the State of Indiana.                                                    

2.   The issuance and sale of the Common Shares has been              
duly authorized by the Board of Directors of the Company or by              
a duly authorized committee of such Board and, when the                     
Registration Statement shall have become effective and the                  
Common Shares shall have been issued and sold as contemplated               
in the Registration Statement and delivered against payment of              
the consideration therefor, the Common Shares will be validly               
issued, fully paid and non-assessable.                                      

We consent to the filing of this opinion as an exhibit to             
the Registration Statement and to the references to us under                
the heading "Legal Opinions" in the prospectus contained                    
therein. In giving such consent, we do not admit that we come               
within the category of persons whose consent is required under              
Section 7 of the Securities Act of 1933, as amended, or the                 
rules or regulations of the Securities and Exchange Commission              
thereunder.                                                                 

Yours very truly,                       

/s/ Baker & Daniels                     

Dates Referenced Herein

				Referenced-On Page
This ‘S-3D/A’ Filing		Date		First		Last			Other Filings
Filed on:		8/30/94							None on these Dates
		8/29/94		1
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