This office serves as general counsel to Chemical Financial Corporation ("CFC"). CFC proposes to register up to 7,437,754 shares of CFC common stock, $1.00 par value ("Common Stock") under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the " Commission") on or about October 27, 2000.

          We are familiar with the proceedings taken and proposed to be taken by CFC in connection with the authorization of up to 7,437,754 shares of Common Stock to be issued to the shareholders of Shoreline Financial Corporation. We have examined such documents, records, and matters of law as we have deemed necessary for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. We understand that in connection with the proposed transaction, the shareholders of CFC will be asked to approve an amendment to the Articles of Incorporation of CFC, increasing the authorized capital stock of CFC from 18,000,000 shares of common stock to 30,000,000 shares of common stock (the "Article Amendment").

          Based upon the foregoing, and assuming approval by the shareholders of CFC of the Article Amendment and filing of an appropriate certificate reflecting the Article Amendment pursuant to the requirements of the Michigan Business Corporation Act, we are of the opinion that the Common Stock will be, when duly registered under the Securities Act and issued and delivered as described in the Registration Statement, legally issued, fully paid, and nonassessable.

          We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm in the Registration Statement.