Exhibit 5

                                December 21, 2001

First Merchants Corporation
200 East Jackson Street
Muncie, Indiana  47305

Gentlemen:

     You have requested our opinion in connection with the proposed public
offering by First Merchants Corporation, an Indiana corporation (the "Company"),
of up to 4,655,455 shares of common stock ("Shares") covered by a Registration
Statement on Form S-4 (the "Registration Statement") filed with the Securities
and Exchange Commission on or about December 21, 2001.

     In connection with your request to us, we have been provided with the
following:

     1.   The Articles of Incorporation and By-Laws of the Company;

     2.   The minute book of the Company; and

     3.   A Certificate from the Indiana Secretary of State certifying that the
          Company is a corporation duly organized and existing under and by
          virtue of the laws of the State of Indiana.

     For purpose of this opinion, we have examined the above documents and have
relied upon them as to matters of fact. We have not independently checked to
verify the accuracy or completeness of the information set forth or certified in
such documents.

     Based solely upon the foregoing documents and examination, and subject to
the foregoing limitations and qualifications, we are of the opinion that:

     1.   As of this date, the Company is a duly organized and existing
          corporation under the laws of the State of Indiana with the corporate
          power and authority to conduct its business as described in the
          Registration Statement; and

     2.   The Shares, when issued as contemplated by the Registration Statement
          in exchange for payment therefor, will be validly issued, fully paid
          and non-assessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference made to us in the Registration Statement and
Joint Proxy Statement-Prospectus forming a part thereof under the caption "Legal
Opinions." By giving this consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.

                                            Very truly yours,



                                            BINGHAM SUMMERS WELSH & SPILMAN, LLP

                                    Ex. 5-1