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                                                                       EXHIBIT 5

                 [LETTERHEAD OF HOWARD & HOWARD ATTORNEYS, P.C]

                                 April 28, 1998

SOUTHERN MICHIGAN BANCORP, INC.
ATTN:  JAMES T. GROHALSKI
51 West Pearl Street
Coldwater, Michigan 49036

Gentlemen:

     We have acted as counsel to Southern Michigan Bancorp, Inc. in connection 
with the preparation and filing of a registration statement on Form S-3 (the
"Registration Statement"), under the Securities Act of 1933, covering 75,000
shares of Southern Michigan Bancorp, Inc. Common Stock ("Common Stock") offered
pursuant to the Southern Michigan Bancorp, Inc. Shareholders Investment Plan
(the "Plan").  The Plan is a dividend reinvestment plan with purchases of
authorized and unissued Common Stock for the account of participants being made
with cash dividend payments and optional cash payments made by participants. The
price of the Common Stock issuable under the Plan will be the average of the
closing bid and asked prices on the payment date, or in the case of shares
purchased with optional cash payments, on the date of purchase.
        
     We have examined originals or copies, certified or otherwise identified 
to our satisfaction, of such corporate records, certificates, and other
documents and conducted interviews with officers as we considered necessary or
appropriate for purpose of this opinion.
        
     It is our opinion that the Common Stock issuable under the Plan, when 
issued, will be legally issued, fully paid, and non-assessable.

     We consent to the use of our name under the caption "Legal Matters" in the
Prospectus which forms a part of the Registration Statement.

                                                VERY TRULY YOURS,

                                                HOWARD & HOWARD ATTORNEYS, P.C.

                                                /s/ TIMOTHY E. KRAEPEL

                                                TIMOTHY E. KRAEPEL

cc: Joseph B. Hemker