EXHIBIT 5





                                 March 26, 2003



Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285

Gentlemen:

On or about March 26, 2003, Eli Lilly and Company (the "Company") will file with
the Securities and Exchange Commission its Registration Statement on Form S-8
("Registration Statement") relating to 80,000,000 shares of Common Stock that
may be issued or transferred by the Company upon the exercise of stock options
or pursuant to restricted stock grants or performance awards that may be granted
to employees of the Company and its subsidiaries under the 2002 Lilly Stock Plan
(the "Plan").

With respect to the Company and shares of its Common Stock, I am of the opinion
that:

A.       The Company is a corporation duly organized and validly existing under
         the laws of the State of Indiana.

B.       The 80,000,000 shares of Common Stock referred to above:

         (i)      are duly authorized;

         (ii)     upon selection, in accordance with the terms of the Plan, of
                  grantees from among those employees of the Company and its
                  subsidiaries eligible for receipt of stock options, restricted
                  stock grants and performance awards ("Eligible Employees"),
                  may be validly included in grants of stock options, restricted
                  stock grants and performance awards to such Eligible
                  Employees; and

         (iii)    will be validly issued and outstanding, fully paid and
                  nonassessable upon issuance or transfer:

                  (a)      pursuant to the due exercise of stock options in
                           accordance with the terms and subject to the
                           conditions of the Plan and the payment of the option
                           price stated in such options;



Eli Lilly and Company
Lilly Corporate Center
September 27, 2001

Page 2



                  (b)      pursuant to fulfillment of all conditions required by
                           the Plan for the issuance or transfer of such shares
                           of Common Stock pursuant to performance awards; and

                  (c)      pursuant to restricted stock grants subject, however,
                           to termination of the grant and the requirement for
                           re-transfer of the shares to the Company if the
                           grantee does not comply with the restrictions of the
                           restricted stock grant.

In arriving at the foregoing opinions, I have examined such corporate records,
plans, agreements and other documents of the Company and governmental officials
as I have deemed necessary.

I consent to the use of this opinion as an exhibit to the Registration
Statement. In giving such consent, I do not admit that I 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/  James B. Lootens