Exhibit 5.1

        BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
                333 West Wacker Drive, Suite 2700
                    Chicago, Illinois  60606
                    Telephone (312) 984-3100
                    Facsimile (312) 984-3150


                        October 24, 2001


Heartland Financial USA, Inc.
1398 Central Street
Dubuque, Iowa 52004-0778

Ladies and Gentlemen:

     We have acted as special counsel to Heartland Financial USA,
Inc., a Delaware corporation (the "Company"), in connection with
the proposed offering of up to 150,000 shares of its common
stock, $1.00 par value ("Common Shares"), pursuant to the
Company's 2001 Director Short Term Incentive Plan (the "Plan") as
described in the Form S-8 Registration Statement to be filed with
the Securities and Exchange Commission (the "SEC") on October 24,
2001 (the "Registration Statement").  In so acting, we have
examined and relied upon the originals, or copies certified or
otherwise identified to our satisfaction, of such records,
documents and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed
below.  Capitalized terms used, but not defined, herein shall
have the meanings given such terms in the Registration Statement.

     Based on the foregoing, we are of the opinion that the
Shares have been duly authorized and, when the Registration
Statement becomes effective and the Shares have been issued in
accordance with the Plan, the Shares will be validly issued,
fully paid and nonassessable. With respect to the opinions
expressed above, we are qualified to practice law in the State of
Illinois and express no opinion concerning any law other than the
laws of the State of Illinois, the General Corporation Law of the
State of Delaware and the laws of the United States of America.

     This opinion is being furnished to you solely for your
benefit in connection with the transactions set forth above. It
may not be relied upon by, nor a copy of it delivered to any
other party, without our prior written consent. This opinion is
based upon our knowledge of the law and facts as of the date
hereof, and we assume no duty to communicate with you with
respect to any matter that comes to our attention hereafter.

     We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration
Statement. In giving the foregoing consents, we do not thereby
admit that we come within the category of persons whose consent
is required under Section 7 of the Act, or the rules and
regulations of the Commission promulgated thereunder.

                              Sincerely,

                              /s/ Barack Ferrazzano Kirschbaum
                              Perlman & Nagelberg


                              BARACK FERRAZZANO KIRSCHBAUM
                              PERLMAN & NAGELBERG