EXHIBIT 5
OPINION OF KEATING, MUETHING & KLEKAMP, P.L.L.
FACSIMILE (513) 579-6956
May 17, 2001Direct Dial: (513) 579-6411
E-Mai Email: gkreider@KMKlaw.com
Ladies and Gentlemen:
This firm is general counsel to Provident Financial Group, Inc. and as such, we are familiar with Provident’s Articles of Incorporation, Code of Regulations and corporate proceedings generally. We have reviewed the corporate records as to the amendment of the Provident Financial Group, Inc. 1997 Stock Option Plan (“Plan”), pursuant to which a total of 3,000,000 additional shares of Common Stock may be issued to employees of Provident and its subsidiaries upon exercise of options granted to them. Based solely upon such examination, we are of the opinion that:
- Provident is a duly organized and validly existing corporation under the laws of the State of Ohio; and
- Provident has taken all necessary and required corporate actions in connection with the proposed issuance of up to an additional 3,000,000 shares of Common Stock pursuant to the Plan and, the Common Stock, when issued and delivered, will be validly issued, fully paid and non-assessable shares of Common Stock of Provident free of any claim of pre-emptive rights.
We hereby consent to be named in the Registration Statement and the Prospectus part thereof as the attorneys who have passed upon legal matters in connection with the issuance of the aforesaid Common Stock and to the filing of this opinion as an exhibit to the Registration Statement.
| Very truly yours,
KEATING, MUETHING & KLEKAMP, P.L.L.
By: /s/Gary P. Kreider
Gary P. Kreider |
