Exhibit 5(a)

                                                                   June 30, 1997

Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio  43287

Ladies and Gentlemen:

         In connection with the registration under the Securities Act of 1933,
as amended (the "Act") on a Form S-4 Registration Statement (the "Registration
Statement") of $200,000,000 aggregate principal amount of Floating Rate Junior
Subordinated Debentures (the "Subordinated Debentures") of Huntington Bancshares
Incorporated, a Maryland corporation (the "Company"), $200,000,000 aggregate
liquidation amount of Floating Rate Capital Securities (the "Capital
Securities") of Huntington Capital I, a business trust created under the laws of
the State of Delaware (the "Trust"), and the Guarantee with respect to the
Capital Securities (the "Guarantee") to be executed and delivered by the Company
for the benefit of the holders from time to time of the Capital Securities, we,
as your counsel, have examined such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion.

         Upon the basis of such examination, we advise you that, when:

                  (i) The Registration Statement relating to the Subordinated
         Debentures, the Capital Securities and the Guarantee has become 
         effective under the Act;

                  (ii) the Guarantee Agreement relating to the Guarantee with 
         respect to the Capital Securities of the Trust has been duly executed
         and delivered;

                  (iii) the Subordinated Debentures have been duly executed and
         authenticated in accordance with the Indenture and issued and delivered
         as contemplated in the Registration Statement; and

                  (iv) the Capital Securities have been duly executed in
         accordance with the Amended and Restated Declaration of Trust of the
         Trust and issued and delivered as contemplated in the Registration
         Statement,

the Subordinated Debentures and the Guarantee relating to the Capital
Securities of the Trust will constitute valid and legally binding obligations
of the Company, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights, to general equity principles and an implied
covenant of good faith and fair dealing.




Huntington Bancshares Incorporated
June 30, 1997
Page 2

         The foregoing opinion is limited to the laws of the State of Ohio, and
where applicable, the Federal laws of the United States and the laws of the
State of Maryland. The Subordinated Debentures and the Guarantee provide that
they shall be governed by the laws of the State of New York. For purposes of our
opinion, we have not examined the laws of the State of New York or the question
of what law would govern the interpretation or enforcement of the Subordinated
Debentures or the Guarantee. Our opinion therefore is based on and qualified by
the assumption that the internal laws of the State of New York and the State of
Ohio are in all relevant respects identical. We are expressing no opinion as to
the effect of the laws of any other jurisdiction.

         We understand that you have received an opinion regarding the Capital
Securities from Richards, Layton & Finger, LLP, special Delaware counsel for the
Company and the Trust. We are expressing no opinion with respect to the
matters contained in such opinion.

         Also, we have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us
to be responsible.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Legal
Matters" in the Prospectus. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act.

                                            Very truly yours,

                                            /s/ Porter, Wright, Morris & Arthur

                                            PORTER, WRIGHT, MORRIS & ARTHUR