EX-5 2 ex5.htm EXHIBIT 5 ex5.htm
EXHIBIT 5
 
MARK C. DICKINSON
 
 
 
Direct Number: (515) 283-3166 | Facsimile: (515) 283-3108 | E-Mail: mcd@nyemaster.com
700 Walnut, Suite 1600 | Des Moines, IA 50309-3899 | (515) 283-3100

Attorneys at Law | Offices in Des Moines, Ames and Cedar Rapids

www.nyemaster.com
 
March 29, 2013

EMC Insurance Group Inc.
717 Mulberry Street
Des Moines, IA  50309

 
Re:
EMC Insurance Group Inc. Amended and Restated Dividend Reinvestment and Common Stock Purchase Plan

Ladies and Gentlemen:

We have acted as counsel with respect to the Registration Statement on Form S-3 (the "Registration Statement") being filed by EMC Insurance Group Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 661,185 shares of Common Stock, $1.00 par value, of the Company (the "Shares") which have been reserved for issuance under the terms of the Plan.

In rendering our opinion, we have examined and relied upon a copy of the Plan and the Registration Statement relating to the Plan.  We have also examined such records, documents and questions of law as we have considered relevant and necessary as a basis for this opinion.  As to matters of fact material to our opinion, we have with your agreement relied upon certificates of officers of the Company.  We have assumed with your agreement the authenticity of all documents submitted to us as originals, the conformity with the original documents of any copies submitted to us for our examination and the authenticity of the original of any such copies.

Based on the foregoing, and subject to the foregoing qualifications and limitations, it is our opinion that the Shares will be legally issued, fully paid and non-assessable when:  (i) the Registration Statement shall have become effective under the Securities Act; and (ii) the Shares shall have been duly issued, sold and paid for in accordance with the terms of the Plan.

We are admitted to the Bar of the State of Iowa, and express no opinion herein as to the laws of any other jurisdiction, including the laws of the United States of America.
 
 
 
 
 
EMC Insurance Group Inc.
March 29, 2013
Page 2
 
Except as expressly set forth herein, we express no opinion, and no opinion is implied or may be inferred, in connection with the Registration Statement, the Plan or the issuance of the Shares.  Without limiting the generality of the foregoing, we express no opinion with respect to the securities or blue sky laws of the State of Iowa or any other jurisdiction.

The undersigned law firm also hereby consents to the filing of this opinion as Exhibit 5 to the Registration Statement and to the use of its name in the Registration Statement and the Prospectus included therein.  In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.
 
 
Very truly yours,
  
     
 
Nyemaster Goode, P.C.
  
       
 
By:
/s/ Mark C. Dickinson   
   
Mark C. Dickinson