Exhibit 5(a)


                                  June 4, 1998


Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio  43287

The Chase Manhattan Bank
450 West 33rd Street
New York, NY 10001
Attention: Global Trust Services

Ladies and Gentlemen:

         In connection with the registration under the Securities Act of 1933,
as amended (the "Act") on a Form S-3 Registration Statement (the "Registration
Statement") of $250,000,000 aggregate principal amount of Junior Subordinated
Debentures (the "Subordinated Debentures") of Huntington Bancshares
Incorporated, a Maryland corporation (the "Company"), $250,000,000 aggregate
liquidation amount of Capital Securities (the "Capital Securities") of
Huntington Capital II, Huntington Capital III, Huntington Capital IV, Huntington
Capital V, and Huntington Capital VI, each of which is a business trust created
under the laws of the State of Delaware (each, a "Trust"), and the Guarantees
with respect to the Capital Securities (the "Guarantees") 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 Guarantees has become
         effective under the Act;

                  (ii) the Indenture relating to the Subordinated Debentures has
         been duly executed and delivered;

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

                  (iv) the Amended and Restated Trust Agreement of such Trust
         has been duly executed and delivered;

                  (v) the terms of the Subordinated Debentures and of their
         issuance and sale have been duly established in conformity with the
         Indenture so as not to violate any applicable law or result in a
         default under, or breach of, any agreement or instrument binding upon
         the
Huntington Bancshares Incorporated
June 4, 1998
Page 2


         Company and so as to comply with any requirement or restriction imposed
         by any court or governmental body having jurisdiction over the Company;

                  (vi) the terms of the Capital Securities of such Trust and of
         their issuance and sale have been duly established in conformity with
         the Amended and Restated Declaration of Trust of such Trust so as not
         to violate any applicable law or result in a default under, or breach
         of, any agreement or instrument binding upon such Trust and so as to
         comply with any requirement or restriction imposed by any court or
         governmental body having jurisdiction over such Trust;

                  (vii) 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

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

the Subordinated Debentures and the Guarantees relating to the Capital
Securities of such 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 to an
implied covenant of good faith and fair dealing.

         The foregoing opinion is limited to the laws of the State of Maryland,
and where applicable, the Federal laws of the United States. The Subordinated
Debentures and the Guarantees 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 Guarantees.
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 Maryland 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 opinions regarding the Capital
Securities from Richards, Layton & Finger, P.A., special Delaware counsel for
the Company and each Trust. We are expressing no opinion with respect to the
matters contained in such opinions.

         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.
Huntington Bancshares Incorporated
June 4, 1998
Page 3


         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 "Validity
of Securities" in the Prospectus and Prospectus Supplement. 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