EXHIBIT 5

                     CHRISTENSEN, MOORE, COCKRELL, CUMMINGS
                                & AXELBERG, P.C.

DANA L. CHRISTENSEN                                        TWO MEDICINE BUILDING
MIKEL L. MOORE                                       160 HERITAGE WAY, SUITE 104
   [ALSO ADMITTED IN ARIZONA]                                KALISPELL, MT 59901
DALE R. COCKRELL
   [ALSO ADMITTED IN SOUTH DAKOTA
   AND COLORADO]
STEVEN E. CUMMINGS                                                 P.O. BOX 7370
TRACY AXELBERG                                          KALISPELL, MT 59904-0370
SEAN P. GOICOECHEA                                        OFFICE: (406) 751-6000
JAY T. JOHNSON                                                FAX:(406) 756-6522
SAMANTHA P. TRAVIS

                                 March 16, 2009

The Board of Directors
Glacier Bancorp, Inc.
49 Commons Loop
Kalispell, Montana 59901

Re:  Registration Statement - Form S-4
     Glacier Bancorp, Inc. acquisition of First Company

Ladies and Gentlemen:

          We have acted as special counsel for Glacier Bancorp, Inc., a Montana
corporation ("Glacier"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act") of up to 200,000 shares of
Glacier common stock, $0.01 par value per share (the "Shares"), covered by the
above-referenced Registration Statement and any amendments thereto (the
"Registration Statement") filed by Glacier with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended.

          In connection with the Shares that will be registered and issued under
the Registration Statement, we have examined the following: (i) the Registration
Statement and related form of prospectus included therein (the "Prospectus") to
be filed by Glacier with the Commission; (ii) resolutions adopted by the Board
of Directors of Glacier ("Board of Directors") relating to the authorization and
approval of the registration of the Shares under the Registration Statement; and
(iii) such other documents as we have deemed necessary to form the opinion
expressed below. As to various questions of fact material to such opinion, where
relevant facts were not independently established, we have relied upon
statements of officers of Glacier or representations of Glacier contained in the
Registration Statement. We have assumed without independent investigation or
review, the accuracy and completeness of the facts and representations and
warranties contained in the documents listed above or otherwise made known to
us.

          Our opinion assumes that the issuance of Shares covered by the
Registration Statement by Glacier from time to time will be approved by the
Board of Directors, in accordance with Montana law and the Articles of
Incorporation and Bylaws of Glacier (such approval being referred to herein as
the "Corporate Proceedings").



March 16, 2009
Page 2

          All capitalized terms not defined herein shall have the meaning given
to them in the above referenced Registration Statement or the Merger Agreement.

          Based upon and relying solely upon the foregoing, we advise you that
in our opinion, upon completion of all Corporate Proceedings relating to the
Shares, or any portion thereof, and assuming that, upon issuance, the total
number of Shares issued and outstanding will not exceed the total number of
Shares that Glacier is then authorized to issue under its Articles of
Incorporation, the Shares will be duly authorized and, when and if delivered
against payment therefor in accordance with the Corporate Proceedings, will be
validly issued under the laws of the State of Montana, and will be fully paid
and nonassessable.

          We assume no obligation to supplement this opinion if any applicable
law changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.

          This opinion letter is limited to the application of the laws of the
State of Montana and the federal laws of the United States of America, and we
express no opinion as to the laws of any other jurisdictions.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the legal reference to this firm under the caption
"Certain Legal Matters" as having passed upon the validity of the Shares. In
giving such consent, we do not thereby admit that we are experts within the
meaning of the Act.

                                        Very truly yours,

                                        CHRISTENSEN, MOORE, COCKRELL, CUMMINGS
                                        & AXELBERG, P.C.


                                        /s/ Christensen, Moore, Cockrell,
                                        Cummings & Axelberg, P.C.