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