Exhibit 8

                                December 21, 2001

Board of Directors
First Merchants Corporation
200 East Jackson Street
Muncie, IN  47305

Board of Directors
Lafayette Bancorporation
133 North 4th Street
Lafayette, IN 47902

     Re:  Merger of Lafayette Bancorporation with and into First Merchants
          Corporation

Ladies and Gentlemen:

     We have acted as special counsel to First Merchants Corporation, an Indiana
corporation registered as a bank holding company under the Bank Holding Company
Act of 1956, as amended ("First Merchants"), in connection with the proposed
merger of Lafayette Bancorporation, an Indiana corporation registered as a bank
holding company under the Bank Holding Company Act of 1956, as amended
("Lafayette"), with and into First Merchants, pursuant to the terms of the
Agreement of Reorganization and Merger between First Merchants and Lafayette,
dated October 14, 2001 (the "Merger Agreement"), as described in the
Registration Statement on Form S-4 to be filed by First Merchants with the
Securities and Exchange Commission on or about December 21, 2001 (the
"Registration Statement").

     This opinion is being rendered as required by Section 9 of the Merger
Agreement. All capitalized terms herein, unless otherwise specified, have the
meaning assigned to them in the Registration Statement.

     In connection with this opinion, we have relied on and have examined, and
we are familiar with originals or copies of, certified or otherwise identified
to our satisfaction, (i) the Merger Agreement, (ii) the Registration Statement,
and (iii) such other documents as we have deemed necessary or appropriate in
order to enable us to render the opinions below. In our examination, we have
assumed the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified,
conformed or photostatic copies and the authenticity of the originals of such
copies. This opinion is subject to the receipt by us prior to the effective time
of the merger of Lafayette with and into First Merchants (the "Merger") of
certain written representations and covenants of Lafayette and First Merchants,
the accuracy and truthfulness of which we shall assume and rely upon without
investigation. In rendering our opinion, we have considered the applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury Regulations, pertinent judicial authorities, interpretive rulings of
the Internal Revenue Service and such other authorities as we have considered
relevant.

     Based upon and subject to the foregoing, provided that the Merger of
Lafayette with and into First Merchants qualifies as a statutory merger under
applicable state law, and assuming that (i) after the transaction, First
Merchants, as successor of Lafayette, will hold substantially all of its assets,
and (ii) in the transaction, the Lafayette shareholders will exchange an amount
of stock constituting majority control of Lafayette solely for First Merchants
common stock, we are of the opinion that the Merger will, under


                                    Ex. 8-1
<PAGE>

First Merchants Corporation
Lafayette Bancorporation
December 21, 2001
Page 2

current law, constitute a reorganization within the meaning of Section
368(a)(1)(A) of the Code and that Lafayette and First Merchants will each be a
party to the reorganization within the meaning of Section 368(b) of the Code. As
a reorganization under Section 368(a)(1)(A) of the Code, the Merger will have
the following federal income tax consequences for Lafayette shareholders,
Lafayette, and First Merchants:

     1. In general, a Lafayette shareholder who elects to receive only shares of
First Merchants common stock will not recognize gain or loss on the exchange,
for federal income tax purposes. Code Section 354(a)(1). Gain or loss for
federal income tax purposes will be recognized, however, with respect to cash
payments received by a Lafayette shareholder in lieu of fractional share
interests resulting from the conversion ratio. Rev. Rul. 66-365, 1966-2 C.B.
116. Any cash received by a Lafayette shareholder in lieu of a fractional share
interest will be treated as received by the shareholder as a distribution in
redemption of that fractional share interest and will be treated as a
distribution in full payment in exchange for the fractional share interest
redeemed, subject to the provisions and limitations of Code Section 302.

     2. A Lafayette shareholder who elects to receive part cash and part First
Merchants common stock will recognize gain to the extent of boot received. Code
Sections 354(a)(1) and 356(a)(1). Whether such gain is capital gain or a
dividend will be determined based upon the Supreme Court's decision in
Commissioner v. Clark, 109 S.Ct. 1455 (1989). Pursuant to Commissioner v. Clark,
in applying Code Section 356(a)(2), the transaction should be tested under the
rules of Code Section 302(b) as if a Lafayette shareholder received only First
Merchants common stock in the Merger, and then surrendered some of such First
Merchants stock to First Merchants in a redemption for the cash received in the
Merger. No loss will be recognized by a Lafayette shareholder on the receipt of
First Merchants common stock and cash in exchange for Lafayette common stock.
Code Section 356(c).

     3. A Lafayette shareholder receiving all cash will recognize gain or loss
measured by the difference between the amount of cash received and the basis of
the Lafayette stock surrendered. After the Commissioner v. Clark case, if a
Lafayette shareholder receives only cash in exchange for Lafayette stock, the
transaction should be treated as if either (i) the shareholder sold his or her
Lafayette stock to First Merchants for cash, or (ii) the Lafayette shareholder
received First Merchants stock in the Merger after which First Merchants
redeemed those shares (i.e., a stock redemption by First Merchants subject to
the provisions and limitations of Code Section 302). It is possible, however,
especially in the case of a Lafayette shareholder who perfects dissenters rights
and receives solely cash, that the Internal Revenue Service could view the
transaction as stock redemption by Lafayette (subject to the provisions and
limitations of Code Section 302).

     4. The basis of First Merchants common stock received (including any
fractional share interests deemed received) by Lafayette shareholders in
exchange for their Lafayette stock will be equal to such shareholder's basis in
the Lafayette stock exchanged, decreased by any cash received, and increased by
any gain recognized on the exchange. Code Section 358(a)(1).

     5. The holding period of the First Merchants common stock received
(including any fractional share interests deemed received) will include the
period during which the Lafayette stock was held, provided that the Lafayette
stock was held as a capital asset on the date of the Merger. Code Section
1223(1).


                                    Ex. 8-2
<PAGE>

First Merchants Corporation
Lafayette Bancorporation
December 21, 2001
Page 3

     6. No gain or loss will be recognized by Lafayette or First Merchants in
connection with the transaction. Code Sections 361(a) and 1032.

     7. The basis of the assets of Lafayette acquired by First Merchants in the
Merger will be the same as the basis of such assets in the hands of Lafayette
immediately prior to the Merger. Code Section 362(b).

     The opinions expressed herein represent our conclusions as to the
application of existing federal income tax law to the facts as presented to us,
and we give no assurance that changes in such law or any interpretation thereof
will not affect the opinions expressed by us. Moreover, there can be no
assurance that these opinions will not be challenged by the Internal Revenue
Service or that a court considering the issues will not hold contrary to such
opinions. We express no opinion on the treatment of this transaction under the
income tax laws of any state or other taxing jurisdictions. We assume no
obligation to advise of any changes concerning the above, whether or not deemed
material, which may hereafter come or be brought to our attention.

     Except as set forth above, we express no opinion as to the tax consequences
to any party, whether federal, state, local or foreign, of the Merger or of any
transactions related to the Merger or contemplated by the Merger Agreement. This
opinion is addressed to you and is being furnished to you solely for your use in
connection with the transaction that is the subject of the Merger Agreement. We
assume no professional responsibility to any other person or entity.
Accordingly, the opinions expressed herein are not to be utilized or quoted by,
delivered or disclosed to, in whole or in part, any other person, corporation,
entity or governmental authority, or for any other purpose, without the prior
written consent of this firm. We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement.

                                            Very truly yours,



                                            BINGHAM SUMMERS WELSH & SPILMAN, LLP


                                    Ex. 8-3