September 23, 2024

Board of Directors

Horizon Bancorp, Inc.

515 Franklin Street

Michigan City, Indiana 46360

Re: Registration Statement of Horizon Bancorp, Inc. on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Horizon Bancorp, Inc., an Indiana corporation (the “Company”), in connection with its filing of a Registration Statement on Form S-3 (the “Registration Statement”), including the prospectus constituting a part thereof (the “Prospectus”), to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). This opinion letter is being furnished to the Company in accordance with the requirements of Item 601(b)(5) under Regulation S-K.

The Registration Statement relates to the possible offerings by the Company, from time to time, of up to $250,000,000 aggregate amount of the following securities:

The Common Stock, Preferred Stock, Debt Securities, Depositary Shares, Warrants, Rights, Units, and Purchase Contracts are collectively referred to herein as the “Securities.” The Registration Statement, and the Prospectus included therein, provide that the Securities may be offered separately, or together, in separate series, in amounts, at prices and on terms to be set forth in one or more supplements to the Prospectus (each, a “Prospectus Supplement”).

In connection with this opinion, we have examined: (i) the Registration Statement, including the prospectus and the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (ii) the form of indenture, as filed with the Commission for the respective Debt Securities (including, as exhibits, proposed forms of instruments thereunder), providing for the issuance of the respective Debt Securities from time to time on the terms of such indenture (the “Indenture”); (iii) the Company’s Articles of Incorporation, as amended and restated; (iv) the Company’s Bylaws, as amended and restated; (v) corporate proceedings of the Company relating to the Registration Statement and the transactions contemplated thereby; and (vi) such other agreements, proceedings, documents and records and such matters of law as we have deemed necessary or appropriate to enable us to render this opinion. As to certain facts material to our opinion, we have relied, to the extent we deem such reliance proper, upon certificates of public officials and officers of the Company.

In rendering this opinion, we have assumed that, upon the issuance of any of the Common Stock and/or Preferred Stock that may be offered and sold under the Registration Statement, (i) the total number of issued and outstanding Common Stock and/or Preferred Stock (as the case may be) after giving effect to such issuance would not exceed the total number of Common Stock and/or Preferred Stock (as the case may be) that the Company is then authorized to issue under its articles of incorporation, as they may then be amended, and (ii) with respect to any issuance of Preferred Stock, the total number of issued and outstanding shares of the applicable series of Preferred Stock (after giving effect to such issuance) would not exceed the total number of shares of such series of Preferred Stock that the Company is then authorized to issue under its articles of incorporation, as they may then be amended.  We have further assumed that each Warrant Agreement, Deposit Agreement, Purchase Contract, Unit Document, Rights Agreement, and the Indenture, as such terms are defined in this letter, and each indenture supplement to the Indenture, will be governed by the laws of the State of New York.

We have also assumed the genuineness of signatures, the authenticity, accuracy and completeness of all documents, records and certificates submitted to us as originals, the conformity to the originals of all documents, records and certificates submitted to us as copies and the authenticity, accuracy and completeness of the originals of all documents, records and certificates submitted to us as copies.

Based on the foregoing, we are of the opinion that:

Insofar as the opinions expressed above relate to the validity, binding effect or enforceability of any agreement or obligation of the Company, such opinions are subject to applicable bankruptcy, reorganization, insolvency, receivership, conservatorship, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies and to the application of principles of public policy.

Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

The foregoing opinion is limited to the application of the internal laws of the State of Indiana, the internal laws of the State of New York, and applicable federal law, and no opinion is expressed herein as to any matter governed by the laws of any other jurisdiction.  The only opinions rendered by us consist of those matters set forth in the paragraphs numbered 1 through 12 above, and no opinion may be implied or inferred beyond the opinions expressly stated.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of our name therein and in the related Prospectus and any Prospectus Supplement under the caption “Legal Matters.” In giving such consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.