Exhibit 5



                               September 27, 2001



Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana  46285

Gentlemen:

On or about September 27, 2001, Eli Lilly and Company (the "Company") will file
with the Securities and Exchange Commission on Form S-8 its Registration
Statement ("Registration Statement") relating to 10,900,000 shares of Common
Stock that may be issued or transferred by the Company upon the exercise of
stock options or pursuant to stock grants that may be granted to employees of
the Company and its subsidiaries under the Lilly GlobalShares 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 10,900,000 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 and stock grants
            ("Eligible Employees"), may be validly included in grants of stock
            options and stock grants 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; and

            (b)  pursuant to fulfillment of all conditions, if any, required by
                 the Plan for the issuance or transfer of

                                       1


Eli Lilly and Company
Lilly Corporate Center
September 27, 2001


Page 2


                 such shares of Common Stock pursuant to stock grants.

In arriving at the foregoing opinions, I have examined corporate records, plans,
agreements and other documents of the Company.

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




JBL:mlc

                                       2