EXHIBIT 5

            [LEAGRE & BARNES LETTERHEAD]


November 18, 1996


German American Bancorp
711 Main Street
P.O. Box 810
Jasper, Indiana  47546-3042

     Re:  Registration Statement on Form S-4

Gentlemen:

     In connection with a certain Registration Statement
on Form S-4 (the "Registration Statement") filed with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Act"), and the
rules and regulations promulgated thereunder, you have
requested that we furnish you our opinion as to the
legality of the shares of the common stock, $10.00 par
value (the "Common Stock"), of German American Bancorp
(the "Company") registered thereunder, which Common Stock
is to be issued pursuant to an Agreement and Plan of
Reorganization, dated September 27, 1996, among the
Company, Peoples Bancorp of Washington, German American
Holdings Corporation, The Peoples National Bank and Trust
Company and The Union Bank (the "Merger Agreement").

     As counsel to the Company, we have participated in
the preparation of the Registration Statement.  We have
examined and are familiar with the Company's Articles of
Incorporation, Bylaws, as amended, records of corporate
proceedings and such other information and documents as
we have deemed necessary or appropriate.

     Based upon the foregoing, we are of the opinion that
the Common Stock has been duly authorized and will, when
issued as contemplated in the Registration Statement and
the Merger Agreement, be validly issued, fully paid and
non-assessable.

     We consent to the use of this opinion as an Exhibit
to the Registration Statement and to the reference to our
firm under the caption "Legal Matters" in the
Prospectus/Proxy Statement included in the Registration
Statement as having passed upon the matters covered
ereby.

                                  Very truly yours,
                                  LEAGRE & BARNES
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