EXHIBIT 5

                                                                   July 28, 1997


Lilly Industries, Inc.
733 South West Street
Indianapolis, IN 46225

Gentlemen:

         You have  requested  our opinion in  connection  with the  Registration
Statement on Form S-8 (the "Registration  Statement") of Lilly Industries,  Inc.
(the  "Corporation"),  relating to the offer and sale of 1,000,000 shares of the
Common Stock,  no par value,  (including  Common Share  Purchase  Rights) of the
Corporation  (the "Common  Stock") under the Lilly  Industries,  Inc. 1992 Stock
Option Plan, as amended (the "Plan").  In connection with your request,  we have
made  such  examination  of  the  corporate   records  and  proceedings  of  the
Corporation  and considered  such questions of law and taken such further action
as we deemed necessary or appropriate to enable us to render this opinion.

         Based upon such examination, we are of the opinion that when the Common
Stock  has been  purchased  and the  purchase  price  therefor  has been paid as
described in the Plan and when the  Corporation has complied with the Securities
Act of 1933, as amended,  and with the  securities  laws of the State of Indiana
and all other  jurisdictions in which Common Stock is to be sold pursuant to the
exercise of stock options or stock  appreciation  rights granted under the Plan,
the Common Stock will be legally issued, fully paid and nonassessable.

         We  consent  to  the  filing  of  this  opinion  as  Exhibit  5 to  the
Registration Statement. In giving this consent, however, we do not admit that we
are in the category of persons whose consent is required  under Section 7 of the
Securities  Act of 1933 or the  Rules  and  Regulations  of the  Securities  and
Exchange Commission thereunder.

                                                 Very truly yours,



                                                 Barnes & Thornburg