1
             [Letterhead of Lewis, Rice & Fingersh]



                       February 28, 1997



1st Source Corporation
100 North Michigan Street
P.O. Box 1602
South Bend, IN  46601

          RE:  1ST SOURCE CAPITAL TRUST I AND II

Ladies and Gentlemen:

     We have acted as tax counsel to 1st Source Corporation, an
Indiana corporation (the "Company"), 1st Source Capital Trust I, a
statutory business trust created under the laws of Delaware ("1st
Capital I"), and to 1st Source Capital Trust II, a statutory
business trust created under the laws of Delaware ("1st Capital
II"), (1st Capital I and 1st Capital II collectively referred as
"1st Capital"), in connection with the following:

     1.  The proposed issuance by 1st Capital I of (i) fixed rate
preferred securities (the "Fixed Rate Preferred Securities")
pursuant to the terms of the 1st Source Capital Trust I Amended and
Restated Trust Agreement between the Company and State Street Bank
and Trust Company, as trustee (the "Fixed Rate Trust Agreement"),
to be offered in an underwritten public offering, (ii) fixed rate
subordinated debentures (the "Fixed Rate Debentures") of the
Company pursuant to the terms of an indenture from the Company to
State Street Bank and Trust Company, as trustee (the "Fixed Rate
Indenture"), to be sold by the Company to 1st Capital I, and (iii)
the Preferred Securities Guarantee Agreement of the Company with
respect to the Fixed Rate Preferred Securities (the "Fixed Rate
Guarantee") between the Company and State Street Bank and Trust
Company, as trustee.

     2.  The proposed issuance by 1st Capital II of (i) floating
rate preferred securities (the "Floating Rate Preferred
Securities") pursuant to the terms of the 1st Source Capital Trust
II Amended and Restated Trust Agreement between the Company and
State Street Bank and Trust Company, as trustee (the "Floating Rate
Trust Agreement"), to be offered in an underwritten public
offering, (ii) floating rate subordinated debentures (the "Floating
Rate Debentures") of the Company pursuant to the terms of an
indenture from the Company to State Street Bank and Trust Company,
as trustee (the "Floating Rate Indenture"), to be sold by the
Company to 1st Capital II, and (iii) the Preferred Securities
Guarantee Agreement of the Company with respect to the Floating
Rate Preferred Securities (the "Floating Rate Guarantee") between
the Company and State Street Bank and Trust Company, as trustee.


 2
(The Fixed Rate Preferred Securities, Debentures, Trust Agreement and
Guarantee and the Floating Rate Preferred Securities, Debentures, Trust
Agreement and Guarantee are hereinafter collectively referred to as the
"Preferred Securities," "Debentures," "Trust Agreements" and "Guarantees,"
respectively.)

     The Preferred Securities and the Debentures are to be issued
as contemplated by the registration statement on Form S-3 (the
"Registration Statement") to be filed by the Company and the 1st
Capital to register the issuance of the Preferred Securities, the
Debentures and the Guarantees under the Securities Act of 1933, as
amended (the "Act").

     We have examined originals or copies, certified or otherwise
identified to our satisfaction, of documents, corporate records and
other instruments as we have deemed necessary or appropriate for
purposes of this opinion including (i) the Registration Statement,
(ii) the Forms of the Fixed Rate Indenture and the Floating Rate
Indenture attached as exhibits to the Registration Statement, (iii)
the Forms of the Debentures attached as exhibits to the
Registration Statement (iv) the Forms of Trust Agreements attached
as exhibits to the Registration Statement, (v) the Forms of
Guarantees attached as exhibits to the Registration Statement, and
(vi) the Forms of Preferred Security Certificates attached as
exhibits to the Registration Statement (collectively the
"Documents").  In such examination, we have assumed the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified or photostatic copies, the authenticity of the
originals of such latter documents, the genuineness of all
signatures and the correctness of all representations made therein.
We have further assumed that there are no agreements or
understandings contemplated therein other than those contained in
the Documents.

     Based upon the foregoing, and assuming (i) the final
Documents will be substantially identical to the forms attached
as exhibits to the Registration Statement, and (ii) full compliance
with all the terms of the final Documents, we are of the opinion that
the statements contained in the preliminary prospectus constituting
part of the Registration Statement under the caption "Certain Federal
Income Tax Consequences," insofar as such statements constitute matters
of law or legal conclusions, as qualified therein, constitute an accurate
description, in general terms, of the indicated United States federal
income tax consequences to such holders.

     The opinion expressed above is based on existing provisions of
the Internal Revenue Code of 1986, as amended (the "Code"),
existing Treasury regulations, published interpretations of the
Code and such Treasury regulations by the Internal Revenue Service,
and existing court decisions, any of which could be changed at any
time.  Any such changes may or may not be retroactively applied.
We note that there is no authority directly on point dealing with


 3
securities such as the Preferred Securities or of transactions of
the type described herein.  Further, you should be aware that
opinions of counsel are not binding on the Internal Revenue Service
or the courts.  We express no opinion as to any matters not
specifically covered by the foregoing opinions or as to the effect
on the matters covered by this opinion of the laws of any other
jurisdiction.  Additionally, we undertake no obligation to update
this opinion in the event there is either a change in the legal
authorities, in the facts (including the taking of any action by
any party to any of the transactions described in the Documents
relating to such transactions) or in the Documents on which this
opinion is based, or an inaccuracy in any of the representations or
warranties upon which we have relied in rendering this opinion.

     This letter is not being delivered for the benefit of, nor may
it be relied upon by, the holders of the Debentures, the Guarantee
or the Preferred Securities or any other party to which it is not
specifically addressed or on which reliance is not expressly
permitted hereby.

     We hereby consent to the filing of this opinion as Exhibit to
the Registration Statement and to reference to our firm under the
caption "Certain Federal Income Tax Consequences" and "Validity of
Securities" in the preliminary prospectus constituting a part of
the Registration Statement.

                              Very truly yours,

                              Lewis, Rice & Fingersh, L.C.