Common use of Opinion of Legal Counsel Clause in Contracts

Opinion of Legal Counsel. IBC shall deliver to MSB an opinion of counsel, dated the Effective Time, in form and substance reasonably satisfactory to MSB and its counsel, to the effect that: (i) IBC and New Bank are duly organized or incorporated, are validly existing and in good standing according to the laws under which they were created; (ii) the number of authorized and issued and outstanding capital shares of IBC is as represented in, or permitted by, this Agreement and the Consolidation Agreement; (iii) the shares of IBC Common Stock deliverable pursuant to this Agreement will be duly authorized and, upon issuance and delivery in accordance with the terms hereof and thereof, will be validly issued, fully paid and nonassessable; (iv) the IBC Common Stock to be issued in the Consolidation shall have been qualified or exempted under all applicable state securities or blue sky laws, and shall have been approved for listing on the Nasdaq Stock Market, subject to official notice thereof; (v) except as set forth in such opinion, to the best of counsel's knowledge, IBC is not a party to or affected by any material adverse pending litigation, proceeding or investigation before any court or by or before any federal, state, municipal or other governmental department, commission, board or agency nor has any such litigation, proceeding or investigation been expressly threatened against IBC; (vi) this Agreement and the Consolidation Agreement have been duly and validly authorized, executed and delivered by such party and are binding and enforceable according to their terms; and (vii) no consents or approvals of, or filings or registrations with, any governmental entity are necessary in connection with the execution and delivery by IBC or New Bank of this Agreement and the Consolidation Agreement and the consummation by IBC and New Bank of the transactions contemplated thereby that have not been received or obtained as of the date hereof, except where the failure to obtain such consent or approval or to make such filing or registration will not have or be reasonably likely to have a Material Adverse Effect on IBC. In rendering such opinions, counsel may rely as to certain factual matters on certificates of one or more officers of IBC and of public officials.

Opinion of Legal Counsel. IBC You shall deliver to MSB have received an opinion of counsel, dated the Effective Timeeffective date of the Registration Statement, and an updated version of such opinion dated the Closing Date, satisfactory in form and substance reasonably satisfactory to MSB you and its your counsel, from Akerman, Senterfitt & Xxxxxx, P.A., counsel for the Company, to the effect that: Each of the Company and its subsidiaries is, to the knowledge of counsel after limited investigation (i) IBC and New Bank are as used herein, such phrase shall have the meaning set forth in the Florida Bar Report on Standards for Opinions), a corporation duly organized or incorporatedorganized, are validly existing and existing, in good standing according under the laws of the jurisdiction of its respective incorporation and is registered or qualified in good standing to do business as a foreign cor- poration in each jurisdiction wherein the Company and its subsidiaries own or lease any properties or conduct any business and in which the failure to so qualify, would, in the aggregate, have a material adverse effect on the business, properties or results of operations of the Company and its subsidiaries taken as a whole. To such counsel's knowledge after limited investigation, each of the Company and its subsidiaries has corporate power and authority to own and lease its properties and to conduct its business as described in the Registration Statement and the Prospectus. The Company has no subsidiaries to the laws knowledge of such counsel after limited investigation other than those disclosed in the Registration Statement and the Prospectus. The Registration Statement has become effective under the Securities Act, and, (a) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are, to the knowledge of counsel after limited investigation, threatened, pending or contemplated under the Securities Act, except as may be disclosed in the Prospectus; the Registration Statement and the Prospectus and each amendment or supplement thereto (except for the financial statements, schedules and other financial and statistical data included therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act; and (b) such counsel has participated in the preparation of the Registration Statement and the Prospectus and such counsel has no reason to believe that either the Registration Statement, or any such amendment thereto, at the time such Registration Statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of its date, or any supplement thereto as of its date, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were created; made, not misleading. The Company has all requisite corporate power and authority to enter into this Agreement and this Agreement has been authorized, executed, and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except (iia) that this Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, (b) that the number remedy of authorized specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (c) as rights to indemnity and contribution hereunder may be limited by federal or state securities laws or the public policy underlying such laws. The authorized, issued and outstanding capital shares stock of IBC the Company and all other outstanding securities of the Company and its subsidiaries conform to the descriptions thereof in the Registration Statement and in the Prospectus under the section entitled "Description of Securities." The issued and outstanding capital stock, prior to the issuance of the Securities sold by the Company hereunder, has been authorized and validly issued, is fully paid and nonassessable and is free of preemptive rights except as represented indescribed in the Prospectus. To the knowledge of such counsel after limited investigation, there are no outstanding options, warrants, or permitted byother rights calling for the issuance of, this Agreement and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company or any security convertible into or exchangeable for capital stock of the Company other than as disclosed in the Registration Statement and the Consolidation Agreement; (iii) Prospectus. The Securities to be issued and sold to the shares of IBC Common Stock deliverable pursuant Underwriters by the Company have been authorized by the Company and will conform in all material respects to this Agreement will be duly authorized andthe description thereof in the Registration Statement and in the Prospectus. The Firm Securities, upon issuance when sold and delivery fully paid for in accordance with the terms hereof and thereofof this Agreement, will be validly issued, fully paid and nonassessable; (iv) nonassessable and free of preemptive rights. Such opinion delivered at the IBC Common Stock Closing Date shall state that each of the Firm Securities is validly issued, fully paid and non-assessable and not subject to be issued preemptive rights. The Purchase Option Agreement conforms to the description thereof in the Consolidation shall Registration Statement and in the Prospectus and has been authorized, and when issued will be validly issued and will be a valid and binding obligation of the Company. The Underwriters' Purchase Option and the Purchase Option Securities have been qualified validly authorized and reserved for issuance upon exercise of the Underwriters' Purchase Option and the Underwriters' Warrants and, when issued upon such exercise in accordance with the terms of the Purchase Option Agreement at the price therein provided, will be validly issued, fully paid and non-assessable and not subject to preemptive rights. The certificates used to evidence the Securities, the Underwriters' Purchase Option and the Purchase Option Securities are each in due and proper form as required by the laws of the State of Florida. Neither the Company nor any of its subsidiaries is, to the knowledge of such counsel, in material violation of its corporate charter or exempted bylaws, respectively, or, to the knowledge of counsel after limited investigation, any franchise, license, permit, judgment, decree, order, statute, regulation, rule or ordinance of any court or administrative agency, arbitration panel or authority applicable to the Company or any of its subsidiaries except as described in the Prospectus, where the consequences of any such violation would be material to the Company or any of its subsidiaries. To the knowledge of such counsel after limited investigation, except as described in the Prospectus neither the Company nor any of its subsidiaries is in default in any material respect in the performance of any material obligation, agreement, lease, covenant or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any indenture, mortgage, deed of trust or other material agreement or instrument (collectively, the "Material Agreements") of which counsel after limited investigation, is aware to which the Company or any of its subsidiaries, or by which the Company's or any of its subsidiaries' properties are bound where the consequences of any such default would be material and adverse to the Company or any of its subsidiaries. To such counsel's knowledge after limited investigation, there exists no condition which, with the passage of time or otherwise, would constitute a material default under any Material Agreement or instrument or result in the imposition of any material penalty or acceleration of any material indebtedness. The execution and delivery of this Agreement, the Purchase Option Agreement, the Warrant Agreement, and the Financial Advisory Agreement, the issuance and sale of the Securities, the Underwriters' Purchase Option, and the Purchase Option Securities and the compliance by the Company with all applicable of the provisions of this Agreement, the Purchase Option Agreement, the Warrant Agreement, and the Financial Advisory Agreement, will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or its subsidiaries pursuant to the terms of any Material Agreement of the Company or any of its subsidiaries or by which any of the Company's or its subsidiaries' properties is bound, known to such counsel after limited investigation. To such counsel's knowledge after limited investigation, there exists no condition which, with the passage of time or otherwise, would constitute a default under any such agreement or instrument or result in the imposition of any penalty or acceleration of any such indebtedness, where the consequences of any such default would be material and adverse to the Company or any of its subsidiaries, nor will such action result in a violation of the provisions of the corporate charter or bylaws of the Company or any of its subsidiaries, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, where the consequences of any such violation would be material and adverse to the Company and its subsidiaries. No consent, approval, authorization, order, registration or qualification of or with any court or any regulatory authority or other governmental body is required for the issue and sale of the Securities, the Underwriters' Purchase Option or the Purchase Option Securities or the consummation of the other transactions contemplated by this Agreement, the Purchase Option Agreement and the Warrant Agreement except the registration of the Securities and, the Purchase Option Securities under the Securities Act, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or blue sky laws, and shall have been approved for listing on the Nasdaq Stock Market, subject to official notice thereof; (v) except as set forth in such opinion, to the best of counsel's knowledge, IBC is not a party to or affected by any material adverse pending litigation, proceeding or investigation before any court or by or before any federal, state, municipal or other governmental department, commission, board or agency nor has any such litigation, proceeding or investigation been expressly threatened against IBC; (vi) this Agreement and the Consolidation Agreement have been duly and validly authorized, executed and delivered by such party and are binding and enforceable according to their terms; and (vii) no consents or approvals of, or filings or registrations with, any governmental entity are necessary Blue Sky laws in connection with the execution purchase and delivery distribution of the Securities by IBC or New Bank of this Agreement you and the Consolidation Agreement purchase of the Underwriters' Purchase Option by you. To the knowledge of such counsel, except as disclosed in the Registration Statement and in the Prospectus, there is no pending or threatened material action, suit or proceeding before or by any court or governmental agency or body or arbitration panel, to which the Company or any of its subsidiaries or any of their respective officers or directors is a party, or which any property of the Company or any of its subsidiaries is subject, which might result in a material adverse change in the business, financial condition or results of operations or materially affect the properties or assets of the Company or any of its subsidiaries taken as a whole. Such counsel has reviewed all contracts referred to in the Registration Statement and the consummation by IBC Prospectus and New Bank such contracts conform in all material respects to their descriptions therein. To the knowledge of such counsel after limited investigation, no contracts or documents of a character required to be described in the transactions contemplated thereby that Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement have not been received so described or obtained filed. Such counsel does not know of any statutes or regulations or pending or threatened legal or governmental proceedings required to be described in the Prospectus which are not described as required. To the knowledge of such counsel after limited investigation, there are no holders of securities of the date hereofCompany having rights to the registration of shares of Common Stock or other securities because of the filing of the Registration Statement by the Company, except where as disclosed in the failure to obtain such consent Registration Statement and the Prospectus. The sale of securities by the Company and/or its subsidiaries described in Item 26, Part II of the Registration Statement did not require registration under the Securities Act or approval or to make such filing or registration will not have or be reasonably likely to have a Material Adverse Effect on IBCany state securities laws. In rendering giving such opinionsopinion, such counsel may rely as to certain factual matters on certificates of one or more fact upon statements and certifications of officers of IBC the Company or public officials as to matters of fact of which the maker of such certificate has knowledge, and as to matters of public officialslaw of jurisdictions other than Florida, such counsel may rely on opinions of local counsel acceptable to you, copies of which opinions shall be attached to the said opinion, provided, however, that such counsel may not rely on an opinion if he has actual knowledge that such opinion is not correct or knows that the facts or law on which the opinion of local counsel is based are not correct.

Opinion of Legal Counsel. IBC Borrower shall deliver to MSB provide, at Borrower’s expense, an opinion of counsel, dated the Effective Time, legal counsel in form and substance reasonably content satisfactory to MSB and its counsel, Lender to the effect that: (ia) IBC upon due authorization, execution and New Bank are duly organized recordation or incorporatedfiling as may be specified in the opinion, are validly existing each of the Loan Documents shall be legal, valid and in good standing according to binding instruments, enforceable against the laws under which they were created; (ii) the number of authorized and issued and outstanding capital shares of IBC is as represented in, or permitted by, this Agreement and the Consolidation Agreement; (iii) the shares of IBC Common Stock deliverable pursuant to this Agreement will be duly authorized and, upon issuance and delivery makers thereof in accordance with the terms hereof and thereof, will be validly issued, fully paid and nonassessabletheir respective terms; (ivb) the IBC Common Stock Deed of Trust creates the lien it purports to be issued create on the Property; (c) the Absolute Assignment of Leases and Rents under the Deed of Trust irrevocably assigns the lessor’s interest in the Consolidation shall have been qualified or exempted under all applicable state securities or blue sky laws, and shall have been approved for listing on the Nasdaq Stock Market, subject to official notice thereofleases described therein; (vd) except as set forth in such opinionthe Deed of Trust, upon recordation or filing, shall, to the best extent of counsel's knowledgeall advances made thereunder, IBC be prior in right to all Loan No. 1003560 subsequently filed liens for services rendered or materials furnished to the Property regardless of the time such services were rendered or materials furnished; (e) upon the consummation of a properly conducted foreclosure sale under the Deed of Trust, all rights of redemption of Borrower shall be extinguished; (f) Lender, by making the Loan and enforcing its rights thereunder, shall not be deemed to be doing business in the state where the Property is not a party to or affected by any material adverse pending litigationlocated or, proceeding or investigation before any court or by or before any federal, if the making of the Loan constitutes doing business in such state, municipal Lender has been duly qualified to do business in that state; (g) Lender, by making the Loan and enforcing its rights thereunder, shall not become subject to the payment of any income, franchise, capital or other governmental department, commission, board similar taxes or agency nor has any such litigation, proceeding assessments with respect to its ownership of the Note or investigation been expressly threatened against IBC; (vi) this Agreement and the Consolidation Agreement have been duly and validly authorized, executed and delivered by such party and are binding and enforceable according to their termsreceipt of principal or interest thereunder other than customary corporate income taxes on the interest received thereon; and (viih) no consents or approvals of, or filings or registrations with, the interest rate terms do not violate any governmental entity are necessary in connection with the execution and delivery by IBC or New Bank of this Agreement and the Consolidation Agreement and the consummation by IBC and New Bank of the transactions contemplated thereby that have not been received or obtained as of the date hereof, except where the failure to obtain such consent or approval or to make such filing or registration will not have or be reasonably likely to have a Material Adverse Effect on IBC. In rendering such opinions, counsel may rely as to certain factual matters on certificates of one or more officers of IBC and of public officialsapplicable usury laws.

Opinion of Legal Counsel. IBC Borrower shall deliver to MSB provide, at Borrower’s expense, an opinion of counsel, dated the Effective Time, legal counsel in form and substance reasonably content satisfactory to MSB and its counsel, Lender to the effect that: (ia) IBC upon due authorization, execution and New Bank are duly organized recordation or incorporatedfiling as may be specified in the opinion, are validly existing each of the Loan Documents shall be legal, valid and in good standing according to binding instruments, enforceable against the laws under which they were created; (ii) the number of authorized and issued and outstanding capital shares of IBC is as represented in, or permitted by, this Agreement and the Consolidation Agreement; (iii) the shares of IBC Common Stock deliverable pursuant to this Agreement will be duly authorized and, upon issuance and delivery makers thereof in accordance with the terms hereof and thereof, will be validly issued, fully paid and nonassessabletheir respective terms; (ivb) the IBC Common Stock Mortgage creates the lien it purports to be issued create on the Property; (c) the Absolute Assignment of Leases and Rents under the Mortgage irrevocably assigns the lessor’s interest in the Consolidation shall have been qualified or exempted under all applicable state securities or blue sky laws, and shall have been approved for listing on the Nasdaq Stock Market, subject to official notice thereofleases described therein; (vd) except as set forth in such opinionthe Mortgage, upon recordation or filing, shall, to the best extent of counsel's knowledgeall advances made thereunder, IBC be prior in right to all subsequently filed liens for services rendered or materials furnished to the Property regardless of the time such services were rendered or materials furnished; (e) upon the consummation of a properly conducted foreclosure sale under the Mortgage, all rights of redemption of Borrower shall be extinguished; (f) Lender, by making the Loan and enforcing its rights thereunder, shall not be deemed to be doing business in the state where the Property is not a party to or affected by any material adverse pending litigationlocated or, proceeding or investigation before any court or by or before any federal, if the making of the Loan constitutes doing business in such state, municipal Lender has been duly qualified to do business in that state; (g) Lender, by making the Loan and enforcing its rights thereunder, shall not become subject to the payment of any income, franchise, capital or other governmental department, commission, board similar taxes or agency nor has any such litigation, proceeding assessments with respect to its ownership of the Note or investigation been expressly threatened against IBC; (vi) this Agreement and the Consolidation Agreement have been duly and validly authorized, executed and delivered by such party and are binding and enforceable according to their termsreceipt of principal or interest thereunder other than customary corporate income taxes on the interest received thereon; and (viih) no consents or approvals of, or filings or registrations with, the interest rate terms do not violate any governmental entity are necessary in connection with the execution and delivery by IBC or New Bank of this Agreement and the Consolidation Agreement and the consummation by IBC and New Bank of the transactions contemplated thereby that have not been received or obtained as of the date hereof, except where the failure to obtain such consent or approval or to make such filing or registration will not have or be reasonably likely to have a Material Adverse Effect on IBC. In rendering such opinions, counsel may rely as to certain factual matters on certificates of one or more officers of IBC and of public officialsapplicable usury laws.

Opinion of Legal Counsel. IBC Borrower shall deliver to MSB provide, at Borrower’s expense, an opinion of counsel, dated the Effective Time, legal counsel in form and substance reasonably content satisfactory to MSB and its counsel, Lender to the effect that: (ia) IBC upon due authorization, execution and New Bank are duly organized recordation or incorporatedfiling as may be specified in the opinion, are validly existing each of the Loan Documents shall be legal, valid and in good standing according to binding instruments, enforceable against the laws under which they were created; (ii) the number of authorized and issued and outstanding capital shares of IBC is as represented in, or permitted by, this Agreement and the Consolidation Agreement; (iii) the shares of IBC Common Stock deliverable pursuant to this Agreement will be duly authorized and, upon issuance and delivery makers thereof in accordance with the terms hereof and thereof, will be validly issued, fully paid and nonassessabletheir Loan No. 1004853 respective terms; (ivb) the IBC Common Stock Mortgage creates the lien it purports to be issued create on the Property; (c) the Absolute Assignment of Leases and Rents under the Mortgage irrevocably assigns the lessor’s interest in the Consolidation shall have been qualified or exempted under all applicable state securities or blue sky laws, and shall have been approved for listing on the Nasdaq Stock Market, subject to official notice thereofleases described therein; (vd) except as set forth in such opinionthe Mortgage, upon recordation or filing, shall, to the best extent of counsel's knowledgeall advances made thereunder, IBC be prior in right to all subsequently filed liens for services rendered or materials furnished to the Property regardless of the time such services were rendered or materials furnished; (e) upon the consummation of a properly conducted foreclosure sale under the Mortgage, all rights of redemption of Borrower shall be extinguished; (f) Lender, by making the Loan and enforcing its rights thereunder, shall not be deemed to be doing business in the state where the Property is not a party to or affected by any material adverse pending litigationlocated or, proceeding or investigation before any court or by or before any federal, if the making of the Loan constitutes doing business in such state, municipal Lender has been duly qualified to do business in that state; (g) Lender, by making the Loan and enforcing its rights thereunder, shall not become subject to the payment of any income, franchise, capital or other governmental department, commission, board similar taxes or agency nor has any such litigation, proceeding assessments with respect to its ownership of the Note or investigation been expressly threatened against IBC; (vi) this Agreement and the Consolidation Agreement have been duly and validly authorized, executed and delivered by such party and are binding and enforceable according to their termsreceipt of principal or interest thereunder other than customary corporate income taxes on the interest received thereon; and (viih) no consents or approvals of, or filings or registrations with, the interest rate terms do not violate any governmental entity are necessary in connection with the execution and delivery by IBC or New Bank of this Agreement and the Consolidation Agreement and the consummation by IBC and New Bank of the transactions contemplated thereby that have not been received or obtained as of the date hereof, except where the failure to obtain such consent or approval or to make such filing or registration will not have or be reasonably likely to have a Material Adverse Effect on IBC. In rendering such opinions, counsel may rely as to certain factual matters on certificates of one or more officers of IBC and of public officialsapplicable usury laws.