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[ING GROUP LETTERHEAD]


                                                                      EXHIBIT 5



ING Groep N.V.
Strawinskylaan 2631
1077 ZZ AMSTERDAM
the Netherlands



Date

18 September 1997

SUBJECT: 
ING Groep N.V. - Registration under the Securities Act 1933 of Ordinary Shares 
in the share capital of ING Groep N.V. and of Bearer Depositary Receipts in
respect of Ordinary shares in the share capital of ING Groep N.V., each as
described in the Registration Statement on Form F-4 in connection with the
offering of American Depositary Shares ("ADSs").


Dear Sirs,

This opinion is being provided to you in my capacity as General Counsel
of ING Groep N.V. (the "Company"), a company incorporated under the laws of the
Netherlands, in connection with the contemplated offering of ADSs, evidenced by
American Depositary Receipts ("ADRs") with each ADS representing one Bearer
Depositary Receipt, each of which represents an interest in one Ordinary Share,
nominal value NLG 1.00 per Ordinary Share. In connection herewith, I have
examined such trust and corporate records, certificates and other documents and
such questions of law as I have considered necessary or appropriate for the
purposes of this opinion.

For the purpose of rendering this opinion I have assumed:

(i)      that the signatures on original documents are the genuine signatures
         of the persons purported to have executed the same and the conformity
         of photo- and faxed copies to originals;

(ii)     that the Ordinary Shares have been issued and duly accepted by the
         subscribers therefor (a) in accordance with any applicable law and (b)
         with such terms so as not to violate any applicable law (including,
         for the avoidance of doubt, any law applicable at the time of such
         issue and acceptance) and that, upon issue, at least a consideration
         (in cash or in kind) was paid to the Company on each of such Ordinary
         Shares with a value equal to the nominal amount thereof and any
         premium agreed upon at the issue thereof in accordance with the laws of
         the Netherlands;



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(iii)    that the information in the Shareholders Register relating to the
         Ordinary Shares is correct;

(iv)     that the Bearer Depositary Receipts have been issued by the Trust and
         duly accepted by the subscribers therefor (a) in accordance with any
         applicable law, (b) in exchange for shares duly issued to and accepted
         by the Trust and (c) in accordance with the Trust Agreement.

I have not investigated the law of any jurisdiction other than the
Netherlands as it stands and has been interpreted in published case law of the
courts in The Netherlands as at the date of this opinion and I do not express
an opinion on the law of any jurisdiction other than the Netherlands nor do I
express any opinion on taxation laws.

Terms and expressions of law and of legal concepts as used in this
opinion have the meaning in this opinion attributed to them under the law of
the Netherlands and this opinion should be read and understood accordingly.

Based upon the foregoing (including the assumptions set out above in
paragraphs (i) up to and including (iv)) and subject to any factual matters,
documents and events not disclosed to me in the course of my examination
referred to above, I am, at the date hereof, of the following opinion:

1.       The Company has been duly incorporated and is validly existing under
         the laws of the Netherlands as a legal entity in the form of a
         "naamloze vennootschap".

2.       The Ordinary Shares have been duly authorized and have been validly
         issued by the Company in accordance with the laws of the Netherlands
         and the provisions of the Articles of Association applicable thereto,
         have been fully paid up and are non-assessable.

3.       The Bearer Depositary Receipts have been validly issued by the Trust
         in accordance with the laws of the Netherlands and the Trust 
         Agreement applicable thereto and are non-assessable.

Without my prior written consent, this opinion letter may not be
transmitted to or filed with any person, firm, company or institution.

I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement to be filed with the SEC and to the reference in the
Prospectus under the heading "Legal Opinions". In giving such consent, I do not
thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.

                                      Yours sincerely,

                                      
                                      /s/ JAN WILLEM WURFBAIN

                                      Jan Willem Wurfbain