<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>10
<FILENAME>k74892exv5w2.txt
<DESCRIPTION>OPINION OF RICHARDS, LAYTON & FINGER, P.A.
<TEXT>
<PAGE>
                                                                     EXHIBIT 5.2

                            RICHARDS, LAYTON & FINGER
                           A PROFESSIONAL ASSOCIATION
                                ONE RODNEY SQUARE
                                  P.O. BOX 551
                           WILMINGTON, DELAWARE 19899
                                 (302) 651-7700
                               FAX: (302) 651-7701
                                   WWW.RLF.COM



                                February 28, 2003



Independent Bank Corporation
Charles C. Van Loan, Chief Executive Officer
230 West Main Street
Ionia, Michigan 48846


                  Re:      IBC CAPITAL FINANCE II

Ladies and Gentlemen:

                  We have acted as special Delaware counsel for Independent Bank
Corporation, a Michigan corporation (the "Company"), and IBC Capital Finance II,
a Delaware statutory trust (the "Trust"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.

                  For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

                  (a)      The Certificate of Trust of the Trust (the
                           "Certificate of Trust"), as filed with the office of
                           the Secretary of State of the State of Delaware (the
                           "Secretary of State") on February 26, 2003;

                  (b)      The Trust Agreement of the Trust, dated as of
                           February 26, 2003, among the Company and the trustees
                           named therein;

                  (c)      The Registration Statement on Form S-3 (the
                           "Registration Statement"), including a preliminary
                           prospectus (the "Prospectus"), relating to the
                           cumulative trust preferred securities of the Trust
                           representing preferred undivided beneficial interests
                           in the assets of the Trust (each, a "Preferred
                           Security" and collectively, the "Preferred
                           Securities"), filed by the Company and the Trust with
                           the Securities and Exchange Commission on or about
                           February 28, 2003;


<PAGE>
Independent Bank Corporation
February 28, 2003
Page 2

                  (d)      A form of Amended and Restated Trust Agreement for
                           the Trust (the "Trust Agreement"), to be entered into
                           among the Company and the trustees of the Trust named
                           therein (including the Exhibits thereto),
                           incorporated by reference in the Registration
                           Statement; and

                  (e)      A Certificate of Good Standing for the Trust, dated,
                           February 27, 2003, obtained from the Secretary of
                           State.

                  Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.

                  For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

                  With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                  For purposes of this opinion, we have assumed (i) that the
Trust Agreement will constitute the entire agreement among the parties thereto
with respect to the subject matter thereof, including with respect to the
creation, operation and termination of the Trust, and that the Trust Agreement
and the Certificate of Trust will be in full force and effect and will not be
amended, (ii) except to the extent provided in paragraph 1 below, the due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its organization or formation, (iii) the legal capacity
of natural persons who are parties to the documents examined by us, (iv) that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(v) the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a Preferred
Security is to be issued by the Trust (collectively, the "Preferred Security
Holders") of a Preferred Securities Certificate for such Preferred Security and
the payment for such Preferred Security, in accordance with the Trust Agreement
and the Registration Statement, and (vii) that the Preferred Securities are
authenticated, issued and sold to the Preferred Security Holders in accordance
with the Trust Agreement and the Registration

<PAGE>
Independent Bank Corporation
February 28, 2003
Page 3

Statement. We have not participated in the preparation of the Registration
Statement or the Prospectus and assume no responsibility for their contents.

                  This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.

                  Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

                  1. The Trust has been duly created and is validly existing in
good standing as a statutory trust under the Delaware Statutory Trust Act, 12
Del. C.ss.3801, et. seq.

                  2. The Preferred Securities of the Trust will represent valid
and, subject to the qualifications set forth in paragraph 3 below, fully paid
and nonassessable beneficial interests in the assets of the Trust.

                  3. The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

                  We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
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/ Richards, Layton & Finger, P.A.


EAM/cac

</TEXT>
</DOCUMENT>
