EXHIBIT 5


                                               February 8, 1996


Northern Trust Corporation
50 South LaSalle Street
Chicago, Illinois  60675

     RE:  NORTHERN TRUST CORPORATION:  REGISTRATION STATEMENT ON FORM S-8
          REGARDING REGISTRATION OF ADDITIONAL PARTICIPATIONS IN FUND D
          UNDER THE NORTHERN TRUST COMPANY THRIFT-INCENTIVE PLAN

Gentlemen:

     In connection with the registration pursuant to the provisions of the
Securities Act of 1933, as amended, of an additional $10,000,000 of
participations in Fund D under The Northern Trust Company Thrift-Incentive Plan
(the "Plan") consisting of shares of Common Stock of Northern Trust Corporation
(the "Corporation"), we are of the following opinion:

     1.  Any and all shares of the Corporation which shall be distributed to
         participants in the Plan will constitute legally issued, fully paid 
         and non-assessable shares of the Corporation.

     2.  The Plan and The Northern Trust Company Thrift-Incentive Plan Trust
         comply with all applicable provisions of the Employee Retirement 
         Income Security Act of 1974 (ERISA).

     We hereby consent to all references to our firm in the above-captioned
Registration Statement and to the use of this opinion as an exhibit to the
Registration Statement.


                                       ROSSITER, RITCHIE & PORTER

                                       
                                       By:  /s/ J. Timothy Ritchie
                                           ------------------------------
                                                J. Timothy Ritchie