Exhibit 5.1
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Dentons Bingham Greenebaum LLP 2700 Market Tower 10 West Market Street Indianapolis, IN 46204 United States dentons.com |
October 17, 2025
First Merchants Corporation
200 East Jackson Street
Muncie, Indiana 47305
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to First Merchants Corporation, an Indiana corporation (“First Merchants”), in connection with the Registration Statement on Form S-4 (as amended, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on October 17, 2025, relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 6,317,594 shares of common stock, no par value, of First Merchants (the “Shares”), to be issued by First Merchants in connection with the transactions contemplated by the Agreement and Plan of Merger, dated September 24, 2025, by and between First Merchants and First Savings Financial Group, Inc., an Indiana corporation (as it may be amended from time to time, and including all exhibits thereto, the “Merger Agreement”), pursuant to which First Savings Financial Group, Inc. will merge with and into First Merchants (the “Merger”).
This opinion letter is being furnished in accordance with the requirements of Item 21 of Form S-4 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act.
For purposes of the opinions contained herein, we have assumed with respect to all documents examined by us the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the originals of all documents submitted to us as certified, conformed, photostatic or telefacsimile copies. We also have assumed with respect to all documents examined by us which contained facsimile signatures that such signatures were the original signature of the party and have the same force and effect as an original signature. In addition, in making our examination of the documents related to the subject matter hereof and the documents described herein which have been executed by parties other than First Merchants, we have assumed that all such other parties had the power to enter into and perform all obligations thereunder, that all such other parties were duly authorized by all requisite action to execute, deliver and perform their respective obligations thereunder, that all signatories on all such documents were duly qualified and incumbent parties with the proper authority to execute all such documents, and the due execution and delivery of all such documents and the validity, binding effect and enforceability of all such documents on such other parties in accordance with their respective terms.
As to any facts material to our opinion which we did not independently establish or verify, we have been furnished with and have relied upon certificates of officers and other representatives of First Merchants.
Based upon the foregoing and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that when the Registration Statement has been declared effective by order of the Commission and the Merger is consummated in accordance with the terms of the Merger Agreement, the Shares will be duly authorized, validly issued, fully paid and nonassessable.