STITES & HARBISON
               400 West Market Street, Suite 1800
                Louisville, Kentucky  40202-3352
                   Telephone:  (502) 587-3400
                   Facsimile:  (502) 587-6391


October 7, 1999


Kentucky Investors, Inc.
200 Capital Avenue
Frankfort, Kentucky  40601

RE:  Registration Statement on Form S-4

Ladies and Gentlemen:

     We have acted as counsel for Kentucky Investors, Inc. (the
"Company") in connection with the preparation and filing of a
registration statement on Form S-4 (the "Registration
Statement"), relating to the registration by the Company under
the Securities Act of 1933, as amended (the "Act"), of up to
291,685 shares of the Company's common stock, $1.00 par value per
share (the "Common Stock"), to be issued by the Company.

     In connection with this opinion, we have considered such
matters of law and examined the originals or copies, certified or
otherwise identified to our satisfaction, of such documents and
corporate and other records and have obtained such certificates,
letters, representations and information from the officers,
directors and employees of the Company and from others as we have
deemed necessary or appropriate to enable us to render the
opinions expressed herein.

     Based upon and in reliance upon the foregoing, and subject
to the qualifications and assumptions set forth below, it is our
opinion that, when (a) the Registration Statement has become
effective in accordance with the Act and the rules and
regulations thereunder and the provisions of such state
securities or "blue sky" laws as may be applicable have been
complied with, and (b) the Common Stock has been duly delivered
against payment therefor, the Common Stock to be issued by the
Company will be legally issued, fully paid and nonassessable.

     Our opinion is limited by and subject to the following:

     (a)  In rendering our opinion we have assumed that, at the
time of issuance and sale of the Common Stock, the Company will
be a corporation validly existing under the laws of the Commonwealth
of Kentucky.

     (b)  In our examination of all documents, certificate and
records, we have assumed without investigation the authenticity
and completeness of all documents submitted to us as originals,
the conformity to the originals of all documents submitted to us
as copies and the authenticity and completeness of the originals
of all documents submitted to us as copies.  We have also assumed
the genuineness of all signatures, the legal capacity of the
natural persons, the authority of all persons executing documents
on behalf of the parties thereto other than the




Kentucky Investors, Inc.
October 7, 1999
Page 2


Company, and the due authorization, execution and delivery of all
documents by the parties thereto other than the Company.

     (c)  Our opinion is based solely on and limited to the laws
of the Commonwealth of Kentucky and the federal laws of the
United States of America.  We express no opinion as to the laws
of any other jurisdiction.

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


                               Very truly yours,

                               STITES & HARBISON



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