VORYS, SATER, SEYMOUR AND PEASE LLP
                                   LETTERHEAD



                                  July 30, 1999



Board of Directors
Peoples Bancorp Inc.
138 Putnam Street
Marietta, Ohio  45750

Ladies and Gentlemen:

                  As special  federal tax counsel to PEBO  Capital  Trust I (the
"Trust") and Peoples  Bancorp Inc.  ("Peoples") in connection  with the exchange
offer by the Trust of up to $30,000,000 of its Series B 8.62% Capital Securities
pursuant  to  the  prospectus  (the  "Prospectus")  contained  in  Pre-Effective
Amendment  No.  1 to the  Form  S-4  Registration  Statement  (Registration  No.
333-81251)  for  the  exchange  offer,  and  assuming  the  operative  documents
described  in the  Prospectus  will be performed  in  accordance  with the terms
described  therein,  we hereby confirm to you our opinion as set forth under the
heading "Certain federal income tax consequences" in the Prospectus,  subject to
the limitations set forth therein.

                  We hereby  consent to the filing of this opinion as an exhibit
to Pre-Effective  Amendment No. 1 to the Form S-4 Registration  Statement and to
the   references  to  us  under  the  heading,   "Certain   federal  income  tax
consequences" and "Legal matters" in the Prospectus.  In giving such consent, we
do not thereby  admit that we are in the  category of persons  whose  consent is
required under Section 7 of the Securities Act of 1933.

                                                     Very truly yours



                                         /s/ VORYS, SATER, SEYMOUR AND PEAS LLP
                                             -----------------------------------
                                             Vorys, Sater, Seymour and Pease LLP