EXHIBIT 5

                         [BARNES & THORNBURG LETTERHEAD]





February 19, 2004



Horizon Bancorp
515 Franklin Square
Michigan City, Indiana 46360


Ladies and Gentlemen:

     We have acted as counsel to Horizon  Bancorp,  an Indiana  corporation (the
"Company"),  with respect to the filing by the Company with the  Securities  and
Exchange  Commission  under  the  Securities  Act  of  1933,  as  amended,  of a
Registration Statement on Form S-8 (the "Registration Statement") covering up to
150,000  shares of the  Company's  Common  Stock,  no par  value per share  (the
"Shares"),  available for issuance  pursuant to the Horizon Bancorp 2003 Omnibus
Equity Incentive Plan (the "Plan").

     Based on our review of the Amended and Restated  Articles of  Incorporation
of the  Company,  the Amended and Restated  Bylaws of the Company,  the Plan and
documents  related  thereto,  and such other  documents  and  records as we have
deemed necessary and appropriate,  we are of the opinion that the Shares, if and
when issued and paid for  pursuant to the Plans and related  documents,  will be
validly issued, fully paid and non-assessable.

     We  consent  to the  filing of this  opinion of counsel as Exhibit 5 to the
Registration Statement.



                                               Very truly yours,


                                               /s/ Barnes & Thornburg
                                               BARNES & THORNBURG