Exhibit 8.2

                        [Letterhead of Krieg DeVault LLP]

                                  April 5, 2002


Old National Bancorp
420 Main Street
Evansville, IN 47708

ONB Capital Trust II
420 Main Street
Evansville, IN 47708

Ladies and Gentlemen:

     We refer to the proposed issuance of preferred securities by the ONB
Capital Trust II, a Delaware statutory business trust, formed by Old National
Bancorp ("ONB"), an Indiana corporation. You have requested our opinion
regarding the characterization of ONB Capital Trust II for federal income tax
purposes and the discussion of certain of the material United States federal
income tax consequences of purchasing, holding and selling the preferred
securities of ONB Capital Trust II that appear under the caption "United States
Federal Income Taxation" in the Prospectus Supplement dated April 5, 2002 to the
Prospectus dated February 29, 2000 relating to the Registration Statement on
Form S-3 (Registration Statement No. 333-87573) filed by ONB and ONB Capital
Trust II with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act").

     In rendering our opinion, we have reviewed the Registration Statement, as
amended, the Prospectus and Prospectus Supplement, the form of Amended and
Restated Trust Agreement for ONB Capital Trust II, the form of the Guarantee
Agreement for ONB Capital Trust II, and the Indenture, dated March 14, 2000, for
debt securities relating to the offering of the preferred securities, forms of
which were included in or filed as exhibits to the Registration Statement, and
such other materials as we have deemed necessary or appropriate as a basis for
our opinion. In addition, we have considered the applicable provisions of the
Internal Revenue Code of 1986, as amended, Treasury Regulations, pertinent
judicial authorities, rulings of the Internal Revenue Service, and such other
authorities as we have considered relevant.

     Based upon the foregoing, and assuming full and complete compliance with
the terms of the Amended and Restated Trust Agreement, the Guarantee Agreement
and the Indenture (and other relevant documents) it is our opinion that:





     (1)  ONB Capital Trust II will be characterized for United States federal
          income tax purposes as a grantor trust and will not be taxable as a
          corporation.

     (2)  The junior subordinated debentures to be issued by ONB to ONB Capital
          Trust II will be classified for United States federal income tax
          purposes as indebtedness of ONB.

     The opinions expressed herein represent our conclusions as to the
application of existing federal income tax law to the facts as presented to us
relating to the preferred securities, and we give no assurance that changes in
such law or any interpretation thereof will not affect the opinions expressed by
us. Moreover, there can be no assurance that this opinion will not be challenged
by the Internal Revenue Service or that a court considering the issues will not
hold contrary to such opinion.

     We express no opinion on the treatment of the preferred securities under
the income tax laws of any state or other taxing jurisdiction. We assume no
obligation to advise you of any changes concerning the above, whether or not
deemed material, which may hereafter come or be brought to our attention. The
opinions expressed herein are a matter of professional judgment and are not a
guarantee of result. This opinion is being furnished in connection with the
Registration Statement. Any variation or difference in the facts from those set
forth or assumed either herein or in the Registration Statement may affect the
conclusions stated herein.

     This opinion is addressed to you and is solely for your use in connection
with the issuance of the preferred securities. We assume no professional
responsibility to any other person or entity whatsoever. Accordingly, the
opinions expressed herein are not to be utilized or quoted by, or delivered or
disclosed to, in whole or in part, any other person, corporation, entity or
governmental authority without, in each instance, our prior written consent. We
hereby consent to the use of our name under the caption "United States Federal
Income Taxation" in the Prospectus Supplement and to the filing of this opinion
as an exhibit to the Registration Statement. In giving this consent, we do not
admit that we are "experts" within the meaning of Section 11 of the Act or that
we come within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission thereunder.

                                              Very truly yours,


                                              KRIEG DEVAULT LLP