Exhibit 5

                         [BAKER & DANIELS LETTERHEAD]


October 29, 2001

Anthem, Inc.
120 Monument Circle
Indianapolis, IN 46204

Ladies and Gentlemen:

                We have examined the corporate records and proceedings of
Anthem, Inc., an Indiana corporation (the "Company"), with respect to: (a) the
existence of the Company and (b) the legal sufficiency of all corporate
proceedings of the Company taken in connection with the authorization, issuance,
form, validity and nonassessability of the shares (including the shares to cover
an over-allotment option) of Common Stock, $.01 par value per share, of the
Company ("Common Stock") to be offered for sale by the Company under its
Registration Statement on Form S-1 (the "Registration Statement"), in connection
with which this opinion is given.

                Based on such examination, we are of the opinion that:

                1.      The Company is a validly existing corporation under the
laws of the State of Indiana.

                2.      The Company is authorized to have outstanding
900,000,000 shares of Common Stock.

                3.      The shares of Common Stock being offered pursuant to the
Registration Statement are validly authorized and, when the Registration
Statement shall have become effective and the authorized but unissued shares of
Common Stock being offered by the Company pursuant thereto have been sold upon
the terms and conditions described in the Registration Statement, all of such
shares will be legally issued, fully paid and nonassessable.

                We hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement and to the reference to us under the heading
"Validity of Common Stock" in the Prospectus which is a part of the Registration
Statement.  In giving this consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Act or
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.

                                                Yours very truly,

                                                /s/  BAKER & DANIELS