Exhibit 5



                               September 21, 2000

Board of Directors
MutualFirst Financial, Inc.
110 East Charles Street
Muncie, Indiana 22150-1808


Members of the Board of Directors:

         We have  examined  (i) the  Registration  Statement  on Form  S-4  (the
"Registration  Statement") filed by MutualFirst Financial,  Inc. (the "Company")
with the  Securities  and  Exchange  Commission  (the  "Commission")  under  the
Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  and the public
offering  prospectus (the "Prospectus")  relating to the issuance by the Company
of up to 2,677,256 shares of common stock, par value $.01 per share (the "Common
Stock"),  in  the  manner  set  forth  in the  Registration  Statement  and  the
Prospectus,  (ii) the Company's  Articles of Incorporation  and Bylaws and (iii)
records of the Company's corporate  proceedings  relative to the issuance of the
Common Stock.

         In our  examination,  we have  assumed  and have not  verified  (i) the
genuineness of all signatures,  (ii) the authenticity of all documents submitted
to us as  originals,  (iii) the  conformity  with the originals of all documents
supplied  to us as  copies,  and  (iv)  the  accuracy  and  completeness  of all
corporate  records and documents and all certificates and statements of fact, in
each case given or made  available  to us by the  Company.  We have  relied upon
certificates  and other written  documents from public  officials and government
agencies and  departments  and we have assumed the accuracy and  authenticity of
such certificates and documents.

         Based  upon  the  foregoing,   and  having  a  regard  for  such  legal
considerations as we deem relevant,  we are of the opinion that the Common Stock
will be, upon issuance  as contemplated in the  Registration  Statement and the
Prospectus, legally issued, fully paid and non-assessable.






Board of Directors
MutualFirst Financial, Inc.
September 21, 2000
Page 2

         We  consent  to the  use of  this  opinion,  to  the  incorporation  by
reference of such opinion as an exhibit to the Registration Statement and to the
reference to our firm and our opinion under the heading  "Legal  Matters" in the
Registration  Statement  filed by the Company,  and all amendments  thereto.  In
giving this consent,  we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.

                                     Very truly yours,



                                     /s/ SILVER, FREEDMAN & TAFF, L.L.P.
                                     -----------------------------------
                                     SILVER, FREEDMAN & TAFF, L.L.P.