EXHIBIT 5.2


                        [Richards, Layton & Finger, P.A.]



                                December 21, 2001



First Merchants Corporation
200 East Jackson Street
Muncie, Indiana 47305

          Re:  First Merchants Capital Trust I, II and III

Ladies and Gentlemen:

     We have acted as special Delaware counsel for First Merchants Corporation,
an Indiana corporation (the "Company"), First Merchants Capital Trust I, a
Delaware business trust ("Trust I"), First Merchants Capital Trust II, a
Delaware business trust ("Trust II"), and First Merchants Capital Trust III, a
Delaware business trust ("Trust III") (Trust I, Trust II and Trust III are
hereinafter collectively referred to as the "Trusts" and sometimes hereinafter
individually referred to as a "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.

     For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

     (a) The Certificate of Trust of Trust I, as filed with the office of the
Secretary of State of the State of Delaware (the "Secretary of State") on
December 12, 2001;

     (b) The Certificate of Trust of Trust II, as filed with the Secretary of
State on December 12, 2001;

     (c) The Certificate of Trust of Trust III, as filed with the Secretary of
State on December 12, 2001;

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First Merchants Corporation
December 21, 2001
Page 2


     (d) The Trust Agreement of Trust I, dated as of December 12, 2001, among
the Company and the trustees named therein;

     (e) The Trust Agreement of Trust II, dated as of December 12, 2001, among
the Company and the trustees named therein;

     (f) The Trust Agreement of Trust III, dated as of December 12, 2001, among
the Company and the trustees named therein;

     (g) The Registration Statement (the "Registration Statement") on Form S-3,
including a preliminary prospectus (the "Prospectus") relating to the trust
preferred securities of the Trusts representing preferred undivided beneficial
interests in the assets of the Trusts (each, a "Preferred Security" and
collectively, the "Preferred Securities"), filed by the Company and the Trusts
with the Securities and Exchange Commission on December 21, 2001;

     (h) A form of Amended and Restated Trust Agreement for each of the Trusts,
to be entered into between the Company, the trustees of the Trust named therein,
and the holders, from time to time, of the undivided beneficial interests in the
assets of such Trust (collectively, the "Trust Agreements" and individually, a
"Trust Agreement"), attached as an exhibit to the Registration Statement; and

     (i) A Certificate of Good Standing for each of the Trusts, dated December
20, 2001, obtained from the Secretary of State.

     Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreements.

     For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (i) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs (a)
through (i) above) that is referred to in or incorporated by reference into the
documents reviewed by us. We have assumed that there exists no provision in any
document that we have not reviewed that is inconsistent with the opinions stated
herein. We have conducted no independent factual investigation of our own but
rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

     With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

     For purposes of this opinion, we have assumed (i) that each of the Trust
Agreements will constitute the entire agreement among the parties thereto with
respect to the subject matter

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First Merchants Corporation
December 21, 2001
Page 3


thereof, including with respect to the creation, operation and termination of
the applicable Trust, and that the Trust Agreements and the Certificates of
Trust will be in full force and effect and will not be amended, (ii) except to
the extent provided in paragraph 1 below, the due organization or due formation,
as the case may be, and valid existence in good standing of each party to the
documents examined by us under the laws of the jurisdiction governing its
organization or formation, (iii) the legal capacity of natural persons who are
parties to the documents examined by us, (iv) that each of the parties to the
documents examined by us has the power and authority to execute and deliver, and
to perform its obligations under, such documents, (v) the due authorization,
execution and delivery by all parties thereto of all documents examined by us,
(vi) the receipt by each Person to whom a Preferred Security is to be issued by
the Trusts (collectively, the "Preferred Security Holders") of a Preferred
Security Certificate for such Preferred Security and the payment for such
Preferred Security, in accordance with the Trust Agreements and the Registration
Statement, and (vii) that the Preferred Securities are authenticated, issued and
sold to the Preferred Security Holders in accordance with the Trust Agreements
and the Registration Statement. We have not participated in the preparation of
the Registration Statement or the Prospectus and assume no responsibility for
their contents.

     This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.

     Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

     1. Each of the Trusts has been duly created and is validly existing in good
standing as a business trust under the Business Trust Act.

     2. The Preferred Securities of each Trust will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the applicable
Trust.

     3. The Preferred Security Holders, as beneficial owners of the applicable
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.


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First Merchants Corporation
December 21, 2001
Page 4


     We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. We hereby consent to the
use of our name under the heading "Legal Opinions" in the Prospectus. In giving
the foregoing consents, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.

                                          Very truly yours,


                                          /s/ Richards, Layton & Finger, P.A.



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