Exhibit 5
                                                                    Exhibit 23.1

                                        March 26, 2002

Anthem, Inc.
120 Monument Circle
Indianapolis, Indiana 46204

Ladies and Gentlemen:

         You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") to be filed by Anthem, Inc.
(the "Company") with the Securities and Exchange Commission, relating to the
registration of up to 3,800,000 shares of the Common Stock, without par value,
of the Company (the "Common Stock") under the Anthem 401(k) Long Term Savings
Investment Plan (the "Plan"), as such Plan may be amended from time to time. In
connection with your request, we have made such examination of the corporate
records and proceedings of the Company and considered such questions of law and
taken such further action as we deemed necessary or appropriate to enable us to
render this opinion.

         Based upon such examination, we are of the opinion that when the shares
of Common Stock have been issued as contemplated by the Plan and when the steps
set forth in the next paragraph have been taken, the Common Stock will be
legally issued, fully paid and nonassessable.

         The steps to be taken which are referred to in the preceding paragraph
consist of the following:

                  (1)  compliance with the Securities Act of 1933, as amended,
         with respect to the Plan and the issuance and sale of the shares of
         Common Stock thereunder; and

                  (2)  issuance and sale of the Common Stock in accordance with
         the terms and conditions set forth in such Plan and the Registration
         Statement, as amended from time to time.

         We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, however, we do not admit that we
are in 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/ BARNES & THORNBURG