EXHIBIT 5

                         PORTER, WRIGHT, MORRIS & ARTHUR
                                ATTORNEYS AT LAW
                              41 SOUTH HIGH STREET
                            COLUMBUS, OHIO 43215-6194

                                December 20, 1996

Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287

      Re:      Acquisition of Citi-Bancshares, Inc.

Ladies and Gentlemen:

      With respect to the Registration Statement on Form S-4 (the "Registration
Statement") to be filed by Huntington Bancshares Incorporated ("Huntington")
with the Securities and Exchange Commission related to the registration of
7,826,000 shares of Huntington's common stock, without par value (the "Stock"),
to be issued in connection with the proposed merger (the "Merger") of
Citi-Bancshares, Inc., a Florida corporation ("Citi-Bancshares"), into
Huntington Bancshares Florida, Inc., an Ohio corporation and a wholly owned
subsidiary of Huntington ("Huntington Florida"), we advise you as follows:

      We are counsel for Huntington and Huntington Florida and have participated
in the preparation of the Registration Statement. We have reviewed the Agreement
and Plan of Merger, dated as of October 31, 1996, among Huntington, Huntington
Florida, and Citi-Bancshares (the "Merger Agreement"), Huntington's Articles of
Restatement of Charter, Huntington's Bylaws, the corporate action taken to date
in connection with the Registration Statement and the issuance and sale of the
Stock, and such other documents and authorities as we deem relevant for the
purpose of this opinion.

      Based upon the foregoing, we are of the opinion that:

      (a)     upon the proper approval of the Merger Agreement by the
shareholders of Citi-Bancshares;

      (b)     upon the approval of the Merger by the Board of Governors of the 
Federal Reserve System and the Office of the Comptroller of the Currency and the
expiration of all applicable waiting periods;

      (c)     upon compliance with the Securities Act of 1933, as amended, and
with the securities or "blue sky" laws of the states in which the Stock is to be
offered for sale; and

      (d)     upon the "Effective Time," as defined in the Merger Agreement;

the Stock, when issued and delivered as provided in the Merger Agreement in
accordance with the resolutions heretofore adopted by the Board of Directors of
Huntington, will be legally issued, fully paid, and nonassessable.

      We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Opinions" in the
Prospectus included in the Registration Statement.

                                     Very truly yours,

                                     /s/ PORTER, WRIGHT, MORRIS & ARTHUR

                                     PORTER, WRIGHT, MORRIS & ARTHUR