EXHIBIT 5

                      LEWIS, RICE & FINGERSH, L.C. (letterhead)


                                    May 3, 1999


CNB Bancshares, Inc.
20 N.W. Third Street
Evansville, Indiana 47739

          RE:   REGISTRATION STATEMENT ON FORM S-8 OF 1,000,000 SHARES OF 
                COMMON STOCK UNDER THE CNB BANCSHARES, INC. 1999 STOCK INCENTIVE
                PLAN

Gentlemen:

          You have requested our opinion in connection with the registration
of 1,000,000 shares of Common Stock of CNB Bancshares, Inc. (the "Company")
under the Company's 1999 Stock Incentive Plan (the "Plan").

          As counsel to the Company, we have participated in the preparation
of its Registration Statement on Form S-8 under the Securities Act of 1933,
as amended (the "Registration Statement"), with respect to the Common Stock.
We have examined and are familiar with the Company's Articles of
Incorporation, Bylaws, records of corporate proceedings, the Plan and such
other documents and records as we have considered appropriate.

          Based upon the foregoing, we are of the opinion that the Common
Stock will, if issued and delivered in accordance with the terms and
provisions of the Plan, be valid and binding obligations of the Company
enforceable in accordance with the terms of the Plan.  Our opinion is
qualified to the extent that enforcement of the Obligations may be subject to
applicable federal or state bankruptcy, insolvency, reorganization,
arrangement, moratorium, fraudulent conveyance, or other laws or court
decisions relating or affecting the rights of creditors generally and may be
limited by equitable principles of general applicability, including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing, equitable subordination, and the possible unavailability of specific
performance or injunctive relief (regardless of whether considered in a
proceeding in equity or at law or whether codified by statutes).

          We consent to the use of this opinion as an exhibit to the
Registration Statement.

                                                Very truly yours,

                                                LEWIS, RICE & FINGERSH, L.C.

                                                /s/ LEWIS, RICE & FINGERSH, L.C