EXHIBIT 5(a) AND 23(a)




                              April 20, 1999


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

     Re:  OLD KENT FINANCIAL CORPORATION
          REGISTRATION STATEMENT ON FORM S-8
          OLD KENT FINANCIAL CORPORATION
          EMPLOYEE STOCK PURCHASE PLAN OF 1999

Dear Sir or Madam:

          We represent Old Kent Financial Corporation, a Michigan
corporation (the "Company"), with respect to the above-captioned
registration statement on Form S-8 (the "Registration Statement") filed
pursuant to the Securities Act of 1933 (the "Act") to register 2,000,000
shares of the Company's common stock, $1 par value ("Common Stock").

          As counsel for the Company, we are familiar with its Restated
Articles of Incorporation and Bylaws and have reviewed the various
proceedings taken by the Company to authorize the issuance of the Common
Stock to be sold pursuant to the Registration Statement.  We also have
reviewed and assisted in preparing the Registration Statement.  In our
review, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.

          On the basis of the foregoing, we are of the opinion that, when
the Registration Statement has become effective under the Act, any and all
shares of Common Stock that are the subject of the Registration Statement
will, when issued upon payment of the purchase price therefore to the
Company, be legally issued, fully paid and nonassessable.









          We hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-8 covering the Common Stock to be issued
pursuant to the Employee Stock Purchase Plan of 1999.

                                   WARNER, NORCROSS & JUDD LLP


                                   By:/s/Gordon R. Lewis
                                      Gordon R. Lewis
                                      A Partner