Exhibit 8(a)

                                                     December 6, 2002

Board of Directors
First Merchants Corporation
200 East Jackson Street
Muncie, IN  47305

      Re: Merger of CNBC Bancorp with and into First Merchants Corporation

Gentlemen:

      You have requested our opinion in connection with the proposed merger of
CNBC Bancorp, an Ohio corporation registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended ("CNBC "), with and into First
Merchants Corporation, an Indiana corporation registered as a bank holding
company under the Bank Holding Company Act of 1956, as amended ("First
Merchants"), pursuant to the terms of the Agreement of Reorganization and Merger
between First Merchants and CNBC, dated August 28, 2002 (the "Merger
Agreement"), as described in the Registration Statement on Form S-4 to be filed
by First Merchants with the Securities and Exchange Commission on or about
December 6, 2002 (the "Registration Statement").

      This opinion is being rendered as required by Section 9 of the Merger
Agreement. All capitalized terms herein, unless otherwise specified, have the
meaning assigned to them in the Registration Statement.

      In connection with this opinion, we have relied on and have examined, and
we are familiar with originals or copies of, certified or otherwise identified
to our satisfaction, (i) the Merger Agreement, (ii) the Registration Statement,
and (iii) such other documents as we have deemed necessary or appropriate in
order to enable us to render the opinions below. In our examination, we have
assumed the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified,
conformed or photostatic copies and the authenticity of the originals of such
copies. This opinion is subject to the receipt by us prior to the effective date
of the merger of CNBC with and into First Merchants (the "Merger") of certain
written representations and covenants of CNBC and First Merchants, the accuracy
and truthfulness of which we shall assume and rely upon without investigation.
In rendering our opinion, we have considered the applicable provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations,
pertinent judicial authorities, interpretive rulings of the Internal Revenue
Service and such other authorities as we have considered relevant.

      Based upon and subject to the foregoing, provided that the Merger of CNBC
with and into First Merchants qualifies as a statutory merger under applicable
state law, and assuming that (i) after the transaction, First Merchants, as
successor of CNBC, will hold substantially all of its assets, and (ii) in the
transaction, the CNBC shareholders will exchange an amount of stock constituting
majority control of CNBC solely for First Merchants common stock, we are of the
opinion that the Merger will, under current law, constitute a reorganization
within the meaning of Section 368(a)(1)(A) of the Code and that CNBC and First
Merchants will each be a party to the reorganization within the meaning of
Section 368(b) of the Code. As a reorganization under Section 368(a)(1)(A) of
the Code, the Merger will have the following federal income tax consequences for
First Merchants:


                                    Ex. 8(a)-1


First Merchants Corporation
December 6, 2002
Page 2


      1. No gain or loss will be recognized by First Merchants in connection
with the transaction. Code Sections 361(a) and 1032.

      2. The basis of the assets of CNBC acquired by First Merchants in the
Merger will be the same as the basis of such assets in the hands of CNBC
immediately prior to the Merger. Code Section 362(b).

      The opinion expressed herein represents our conclusions as to the
application of existing federal income tax law to the facts as presented to us,
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 these opinions will not be challenged by the Internal Revenue
Service or that a court considering the issues will not hold contrary to such
opinions. We express no opinion on the treatment of this transaction under the
income tax laws of any state or other taxing jurisdictions. We assume no
obligation to advise of any changes concerning the above, whether or not deemed
material, which may hereafter come or be brought to our attention.

      Except as set forth above, we express no opinion as to the tax
consequences to any party, whether federal, state, local or foreign, of the
Merger or of any transactions related to the Merger or contemplated by the
Merger Agreement. This opinion is addressed to you and is being furnished to you
solely for your use in connection with the transaction that is the subject of
the Merger Agreement. We assume no professional responsibility to any other
person or entity. Accordingly, the opinions expressed herein are not to be
utilized or quoted by, delivered or disclosed to, in whole or in part, any other
person, corporation, entity or governmental authority, or for any other purpose,
without the prior written consent of this firm. We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement.

                                                     Very truly yours,


                                                     BINGHAM MCHALE LLP

drp/tjb


                                    Ex. 8(a)-2