Exhibit 5

                     [LEAGRE CHANDLER & MILLARD LETTERHEAD]

October 13, 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,  no 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 August 6, 1998,  between the Company and 1ST BANCORP,
(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 hereby.

                                              Very truly yours,


                                              /s/  LEAGRE CHANDLER & MILLARD
                                              LEAGRE CHANDLER & MILLARD