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                                                                       EXHIBIT 5


January 10, 2000


Board of Directors
Old National Bancorp
420 Main Street
P.O. Box 718
Evansville, Indiana  47705

         RE:  Issuance of Shares of Common Stock of Old National Bancorp in
              connection with the Acquisition of ANB Corporation and its
              subsidiaries

Ladies and Gentlemen:

         We have represented Old National Bancorp ("Old National"), Evansville,
Indiana, as special counsel in connection with the preparation and filing of a
Registration Statement on Form S-4 ("Registration Statement") with the
Securities and Exchange Commission for the purpose of registering shares of Old
National's no par value common stock under the Securities Act of 1933, as
amended ("Shares"). The Shares are to be issued to shareholders of ANB
Corporation ("ANB"), in connection with the proposed merger of ANB into Old
National ("Merger"), as specified in the Agreement of Affiliation and Merger,
dated July 29, 1999 ("Agreement"), by and between Old National and ANB. The
Merger will be accomplished and the Shares will be issued pursuant to the
specific terms of the Agreement. In connection with this opinion, we have
reviewed and are familiar with Old National's Articles of Incorporation and
By-Laws and such other records, documents and information as we have in our
judgment deemed relevant.

         Based upon the foregoing, it is our opinion that if and when the merger
is consummated, the Shares will, when issued to shareholders of ANB in
accordance with all of the terms and conditions of the Agreement, be legally
issued, fully paid and non-assessable. This opinion is limited to the matters
stated herein, and no opinion is to be implied or may be inferred beyond the
matters expressly stated.

         This opinion is addressed to you and is solely for your use in
connection with the Registration Statement, and we assume no professional
responsibility to any other person whatsoever. Accordingly, the opinion
expressed herein is not to be relied upon, utilized or quoted by or delivered or
disclosed to, in whole or in part, any other person, corporation, entity or
governmental authority without, in each instance, the prior written consent of
this firm.


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Board of Directors
January 10, 2000
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         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference made to us in the Registration
Statement and the Prospectus forming a part thereof under the caption "Legal
Opinions". In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission promulgated thereunder.

                                  Very truly yours,


                                  /s/ KRIEG DeVAULT ALEXANDER & CAPEHART, LLP
                                  ---------------------------------------------
                                  KRIEG DeVAULT ALEXANDER & CAPEHART, LLP