BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
                       333 WEST WACKER DRIVE, SUITE 2700
                            CHICAGO, ILLINOIS 60606
                           Telephone (312) 984-3100
                           Facsimile (312) 984-3150


                                                                   Exhibit 5.1
                               October 20, 2000

Lakeland Financial Corporation
202 East Center Street
P.O. Box 1387
Warsaw, Indiana  46581

Ladies and Gentlemen:

         We have acted as special counsel to Lakeland Financial  Corporation ,
an Indiana  corporation  (the  "Company"),  in  connection  with the  proposed
offering  of  1,000,000  shares of its  common  stock,  no par value  ("Common
Shares"),  pursuant to the  Lakeland  Financial  Corporation  401(K) Plan (the
"Plan") as described in the Form S-8  Registration  Statement to be filed with
the  Securities and Exchange  Commission  (the "SEC") on October 23, 2000 (the
"Registration Statement").  In so acting, we have examined and relied upon the
originals, or copies certified or otherwise identified to our satisfaction, of
such records, documents and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below. Capitalized
terms used,  but not defined,  herein shall have the meanings given such terms
in the Registration Statement.

         Based on the  foregoing,  we are of the opinion  that the Shares have
been duly authorized and, when the Registration  Statement  becomes  effective
and the Shares have been issued in accordance  with the Plan,  the Shares will
be validly issued, fully paid and nonassessable.  With respect to the opinions
expressed above, we are qualified to practice law in the State of Illinois and
express  no  opinion  concerning  any law other  than the laws of the State of
Illinois, the General Corporation Law of the State of Delaware and the laws of
the United States of America.

         This  opinion is being  furnished  to you solely for your  benefit in
connection  with the  transactions  set forth above. It may not be relied upon
by, nor a copy of it delivered to any other party,  without our prior  written
consent.  This opinion is based upon our  knowledge of the law and facts as of
the date hereof, and we assume no duty to communicate with you with respect to
any matter that comes to our attention hereafter.





BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG

        Lakeland Financial Corporation
        October 20, 2000
        Page 2


         We consent  to the filing of this  opinion  with the  Securities  and
Exchange Commission as an exhibit to the Registration Statement. In giving the
foregoing  consents,  we do not thereby admit 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 promulgated thereunder.

                                  Sincerely,

                                  /s/ Barack Ferrazzano Kirschbaum
                                  Perlman & Nagelberg


                                  BARACK FERRAZZANO KIRSCHBAUM
                                  PERLMAN & NAGELBERG