EXHIBIT 5

              [LEAGRE CHANDLER & MILLARD LETTERHEAD]


February 24, 1998


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 December 8, 1997,
among the Company, CSB Bancorp, The Citizens State Bank of
Petersburg, German American Holdings Corporation, and Community
Trust Bank, and the Agreement and Plan of Reorganization, dated
January 30, 1998, among the Company, FSB Financial Corporation, FSB
Bank, German American Holdings Corporation, and Community Trust
Bank (collectively, the "Merger Agreements").

     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
Agreements, 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 hereby.

                                   Very truly yours,

                                   /s/ LEAGRE CHANDLER & MILLARD
                                   LEAGRE CHANDLER & MILLARD


                                   
                                   
11279