1
                                                                      Exhibit 5



                                 May 28, 1999



Independent Bank Corporation
230 West Main Street
Ionia, Michigan  48846

     Subject:  Acquisition of Mutual Savings Bank, f.s.b., A Stock Company

Ladies and Gentlemen:

     With respect to the Registration Statement on form S-4 (the "Registration
Statement" to be filed by Independent Bank Corporation ("IBC") with the
Securities and Exchange commission relating to the registration of 3,679,024
shares of IBC common stock, $1.00 par value (the "Stock"), to be issued in
connection with the proposed merger (the "Merger") of Mutual Savings Bank,
f.s.b., A Stock Company ("MSB"), into IBC, we advise you as follows:

     We are counsel for IBC and have participated in the preparation of the
Registration Statement.  We have reviewed the Agreement and Plan of
Reorganization, dated March 24, 1999, between IBC and MSB, and the related
Consolidation Agreement among IBC, MSB and New MSB Bank, dated April 20, 1999,
collectively (the "Merger Documents'), IBC's Restated Articles of
Incorporation, IBC's Amended and Restated Bylaws, the corporate action taken to
date in connection with the Registration Statement and the issuance and sale of
the Stock, and such other documents and authorities as we deem relevant for the
purpose of this opinion.

     Based upon the foregoing, we are of the opinion that:

     (a)  upon the proper approval of the Merger Documents by the shareholders
of MSB and IBC;

     (b)  upon the approval of the Merger by the Federal Reserve Board, the
Michigan Financial Institutions Bureau, and the Office of Thrift Supervision,
and the expiration of all applicable waiting periods;

     (c)  upon compliance with the Securities Act of 1933, as amended, and with
the securities or "blue sky" laws of the states in which the Stock is to be
offered for sale; and

     (d)  upon the "Effective Time," as defined in the Merger Documents;

the Stock, when issued and delivered as provided in the Merger Documents in
accordance with the resolutions heretofore adopted by the Board of Directors of
IBC, will be legally issued, fully paid, and nonassessable.

     We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Joint Proxy Statement/Prospectus included in the Registration Statement.

                                   Sincerely,

                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP


                           /s/ Michael G. Wooldridge
                              Michael G. Wooldridge