Exhibit 5.1
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| VORYS | | 52 East Gay St. |
| Vorys, Sater, Seymour and PeaseLLP | | PO Box 1008 |
| Legal Counsel | | Columbus, OH 43216-1008 |
| | | 614.464.6400 |
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| | | www.vorys.com |
| | | Founded 1909 |
May 6, 2009
FirstMerit Corporation
III Cascade Plaza
Akron, Ohio 44308
Ladies and Gentlemen:
We have acted as counsel to FirstMerit Corporation, an Ohio corporation (the“Company”), in connection with the Registration Statement on Form S-3 (File No. 333-157163) of the Company (the“Registration Statement”) filed on February 6, 2009 with the Securities and Exchange Commission (the“Commission”) and the Prospectus Supplement, dated May 6, 2009 (the“Prospectus Supplement”) of the Company filed with the Commission, relating to the issuance and sale of shares of the Company’s common stock, without par value (the“Common Shares”), having an aggregate offering price of up to $100,000,000, that are being issued and sold in accordance with the Distribution Agency Agreement, dated as of May 6, 2009 (the“Distribution Agreement”), between the Company and Credit Suisse Securities (USA), LLC. This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the“Securities Act”).
We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity of original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.
Based upon the foregoing examination and in reliance thereon and the assumptions made herein, we are of the opinion that the Common Shares have been duly authorized and, when issued and sold pursuant to the Registration Statement and in accordance with the terms of the Distribution Agreement, the Common Shares will be validly issued and will be fully paid and non-assessable.
Columbus | Washington | Cleveland | Cincinnati | Alexandria | Akron | Houston
FirstMerit Corporation
May 6, 2009
Page 2
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and to the use of our name therein and in the related Prospectus and Prospectus Supplement under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
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| | Respectfully,
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| | /s/ Vorys, Sater, Seymour and Pease LLP | |
| | VORYS, SATER, SEYMOUR AND PEASE LLP | |
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