EXHIBIT 5








                                January 30, 1995


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Old Kent Financial Corporation
     Incentive Stock Option Plan for Employee Optionholders
     of First National Bank Corp.

Dear Ladies and Gentlemen:

          As general counsel for Old Kent Financial Corporation, a Michigan
corporation (hereinafter called "Old Kent"), we have examined and are
familiar with Old Kent's Incentive Stock Option Plan for Employee
Optionholders of First National Bank Corp., Restated Articles of
Incorporation, Bylaws, and minute books and have examined such other
corporate records and documents and have made such further examination as
we have deemed necessary or advisable in order to enable us to render this
opinion.

          Based upon the foregoing, we are of the opinion that the
102,797 shares being registered on Form S-8 under the Securities Act
of 1933, as amended, are authorized shares of Common Stock, $1 par value,
and such shares, when issued and delivered pursuant to the Incentive Stock
Option Plan for Employee Optionholders of First National Bank Corp. will be
legally issued, fully paid, and nonassessable.

          We hereby consent to the filing of this opinion and consent as an
exhibit to the Registration Statement on Form S-8 covering the Common Stock
to be issued pursuant to the Incentive Stock Option Plan for Employee
Optionholders of First National Bank Corp.

                              WARNER NORCROSS & JUDD LLP

                                                                           
                              By /s/ Gordon R. Lewis                       
                                 Gordon R. Lewis, a Partner