OPINION OF PORTER, WRIGHT, MORRIS & ARTHUR LLP

Exhibit 5

PORTER, WRIGHT, MORRIS & ARTHUR LLP
41 South High Street
Columbus, Ohio 43215-6194
Telephone: 614/227-2000
Facsimile: 614/227-2100


December 13, 2001


Huntington Bancshares Incorporated
Huntington Center
41 S. High St.
Columbus, Ohio 43287


Re: Registration Statement on Form S-8
Huntington Bancshares Incorporated Employee Stock Incentive Plan (the
"Plan")

Gentlemen:

We have acted as counsel for Huntington Bancshares Incorporated, a Maryland
corporation ("Huntington"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement"), filed by Huntington with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, with
respect to the registration of 4,000,000 shares of Huntington common stock,
without par value (the "Shares"), to be issued under the Plan.

In connection with this opinion, we have examined such corporate records,
documents, and other instruments of the registrant as we have deemed necessary.

Based on the foregoing, we are of the opinion that the Shares will, when
issued and paid for in accordance with the provisions of the Plan, be legally
issued, fully paid and nonassessable, and entitled to the benefits of the Plan.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.


Very truly yours,

/s/ PORTER, WRIGHT, MORRIS & ARTHUR LLP

PORTER, WRIGHT, MORRIS & ARTHUR LLP