EXHIBIT 5

EXHIBIT 5


PORTER, WRIGHT, MORRIS & ARTHUR
ATTORNEYS AND COUNSELORS AT LAW
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43215-6194
Telephone: 614-227-2000
Fax: 614-227-2100

March 25, 1998

Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

With respect to the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by Huntington Bancshares Incorporated
("Huntington") with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Securities Act"), relating to the registration of
8,500,000 shares of Huntington's common stock, without par value (the "Stock"),
which includes 1,100,000 shares which may be issued for the purpose of covering
over-allotments, we advise you as follows:

We are counsel for Huntington and have participated in the preparation
of the Registration Statement. We have reviewed Huntington's Articles of
Restatement of Charter and Bylaws, as amended to date, 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.

We understand that Stock will be issued and sold to underwriters for
public offering in accordance with an underwriting agreement which has been
filed in preliminary form as an exhibit to the Registration Statement.

Based upon the foregoing, we are of the opinion that upon compliance
with the Securities Act and with the securities or "blue sky" laws of the states
in which the Stock is to be offered for sale, and delivery of the Stock to the
underwriters against payment therefor in accordance with the terms of the
underwriting agreement to be entered into between Huntington and the
underwriters, the Stock will be validly 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 "Validity of
Shares of Common Stock" in the prospectus included in the Registration
Statement.


Very truly yours,

/s/ PORTER, WRIGHT, MORRIS & ARTHUR

PORTER, WRIGHT, MORRIS & ARTHUR