EX-8.2 6 nt10025327x18_ex8-2.htm EXHIBIT 8.2

Exhibit 8.2

TELEPHONE: 1-212-558-4000 FACSIMILE: 1-212-558-3588 WWW.SULLCROM.COM | LOS ANGELES • PALO ALTO • WASHINGTON, D.C. BRUSSELS • FRANKFURT • LONDON • PARIS BEIJING • HONG KONG • TOKYO MELBOURNE • SYDNEY

July 23, 2021
First Midwest Bancorp, Inc.,
8750 West Bryn Mawr Avenue, Suite 1300,
Chicago, Illinois 60631.
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-4 (as amended or supplemented through the date hereof, the “Registration Statement”) of Old National Bancorp, an Indiana corporation (“Old National”), including the proxy statement/prospectus forming a part thereof, relating to the proposed transaction between Old National and First Midwest Bancorp, Inc., a Delaware corporation (“First Midwest”).
We hereby confirm to you that the discussion set forth in the section entitled “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER” in the Registration Statement constitutes our opinion as to the material United States federal income tax consequences of the merger to U.S. holders of First Midwest common stock and preferred stock.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement, and to the references therein to us. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

| Sincerely,
| /s/ Sullivan & Cromwell LLP