EXHIBIT 5 AND 23(c)









                                May 9, 1996



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

Re:  OLD KENT FINANCIAL CORPORATION
     OLD KENT THRIFT PLAN

Dear Ladies and Gentlemen:

          As general counsel for Old Kent Financial Corporation, a Michigan
corporation (hereinafter called the "Company"), we have examined and are
familiar with the Company's Restated Articles of Incorporation, Bylaws, and
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:

          1.   The Company has been duly organized and is validly existing
under the laws of the State of Michigan.

          2.   The 1,000,000 shares of Common Stock to which the
Registration Statement relates have been duly authorized and reserved for
issuance under the Old Kent Thrift Plan and such shares, when sold pursuant
to the Old Kent Thrift Plan, 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 Old Kent Thrift Plan.

                                   WARNER NORCROSS & JUDD LLP


                                   By /S/ GORDON R. LEWIS
                                      Gordon R. Lewis
                                      A Partner